SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CANADA PENSION PLAN INVESTMENT BOARD

(Last)

(First)

(Middle)

ONE QUEEN STREET EAST

SUITE 2500

(Street)

TORONTO

M5C 2W5

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2018

3. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock	⁽¹⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽³⁾⁽⁴⁾	Class A common stock⁽³⁾⁽⁴⁾	312,575⁽¹⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽³⁾⁽⁴⁾	D
6.0% Convertible Senior Secured PIK Notes due 2020	⁽²⁾	⁽²⁾	Class B common stock⁽³⁾⁽⁴⁾	21,215,024⁽⁵⁾	⁽²⁾⁽⁵⁾	D

Explanation of Responses:

1. Represents shares of the Issuer's Class B common stock that became issuable to the Reporting Person pursuant to the automatic cashless exercise of a warrant immediately prior to the completion of the Issuer's initial public offering.

2. Upon the completion of the Issuer's initial public offering, the outstanding principal and accrued interest on the 6% Convertible Senior Secured PIK Note due 2020 (the "6% Notes") became convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $11.25. The 6% Notes mature on December 1, 2020.

3. The Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis (a) at the holder's option or (b) upon any transfer except certain permitted transfers.

4. All the outstanding shares of Class B common stock will convert automatically into shares of Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of the closing of Issuer's initial public offering, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent (5%) of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to the Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar.

5. Represents shares of Class B common stock issuable upon conversion of $238,669,029 in aggregate principal amount of 6% Notes at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the 6% Notes.

	/s/ Ryan Barry, Title: Managing Director, Legal - Canada Pension Plan Investment Board	08/03/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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