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^*

Powell Colin

(Last)

(First)

(Middle)

1299 ORLEANS DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2018

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

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

X	Director	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⁾	⁽¹⁾	Class A Common Stock	28,150	$0.00	D
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	36,678	$0.00	I	The 2016 CLP 4-Year GRAT u/a dtd 10/16/2016⁽²⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,838	$0.00	I	The CLP 6-YEAR GRAT u/a dtd 9/28/2012⁽³⁾
Stock Option (Right to Buy Class B Common Stock)	⁽⁴⁾	11/09/2026	Class B Common Stock⁽¹⁾	33,333	$30.96	D
Stock Option (Right to Buy Class B Common Stock)	⁽⁴⁾	08/01/2022	Class B Common Stock⁽¹⁾	50,000	$30.35	D
Restricted Stock Units (RSU) (Class B Common Stock)	⁽⁵⁾	⁽⁶⁾	Class B Common Stock⁽¹⁾	5,000	$0.00⁽⁶⁾	D

Explanation of Responses:

1. 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) any transfer except for certain permitted transfers. All the outstanding shares of our Class B common stock will convert automatically into shares of our 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 IPO, (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 our 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.

2. Colin Powell, Trustee of The 2016 CLP 4-Year GRAT u/a dtd 10/16/2016. By virtue of the relationship Mr. Powell has with each Trust described in this footnote, Mr. Powell is deemed to have voting and dispositive power of these shares.

3. Colin L. Powell, Trustee of The CLP 6-YEAR GRAT u/a dtd 9/28/2012.By virtue of the relationship Mr. Powell has with each Trust described in this footnote, Mr. Powell is deemed to have voting and dispositive power of these shares.

4. The option is fully vested.

5. The RSU vests on April 27, 2019 or the date of the annual stockholder meeting, whichever comes first, subject to continued service through such vesting date.

6. Each RSU represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon settlement.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/Shawn Soderberg, attorney-in-fact	07/24/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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