0001209191-18-043841.txt : 20180724
0001209191-18-043841.hdr.sgml : 20180724
20180724213036
ACCESSION NUMBER: 0001209191-18-043841
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180724
FILED AS OF DATE: 20180724
DATE AS OF CHANGE: 20180724
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEW ENTERPRISE ASSOCIATES 10 L P
CENTRAL INDEX KEY: 0001132326
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18967475
BUSINESS ADDRESS:
STREET 1: 1119 ST PAUL STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
BUSINESS PHONE: 4102440115
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEA PARTNERS 10 L P
CENTRAL INDEX KEY: 0001236049
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18967476
BUSINESS ADDRESS:
STREET 1: 1119 ST PAUL STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
BUSINESS PHONE: 4102440115
MAIL ADDRESS:
STREET 1: 1119 ST PAUL STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BARRETT M JAMES
CENTRAL INDEX KEY: 0001219855
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18967477
MAIL ADDRESS:
STREET 1: 1119 ST PAUL STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BARRIS PETER J
CENTRAL INDEX KEY: 0001005561
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 18967478
MAIL ADDRESS:
STREET 1: 1119 ST PAUL STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bloom Energy Corp
CENTRAL INDEX KEY: 0001664703
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620]
IRS NUMBER: 770565408
STATE OF INCORPORATION: DE
BUSINESS ADDRESS:
STREET 1: 1299 ORLEANS DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
BUSINESS PHONE: 408-543-1500
MAIL ADDRESS:
STREET 1: 1299 ORLEANS DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2018-07-24
0
0001664703
Bloom Energy Corp
BE
0001132326
NEW ENTERPRISE ASSOCIATES 10 L P
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001236049
NEA PARTNERS 10 L P
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001219855
BARRETT M JAMES
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001005561
BARRIS PETER J
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
Series B Convertible Preferred Stock
0.00
Class B Common Stock
4527868
D
Series C Convertible Preferred Stock
0.00
Class B Common Stock
1062944
D
Series D Convertible Preferred Stock
0.00
Class B Common Stock
620155
D
Series E Convertible Preferred Stock
0.00
Class B Common Stock
395815
D
Series F Convertible Preferred Stock
0.00
Class B Common Stock
125989
D
Series G Convertible Preferred Stock
0.00
Class B Common Stock
650631
D
8% Convertible Preferred Notes
0.00
Series G Convertible Preferred Stock
346013
D
6% Convertible Notes
0.00
2020-12-01
Class B Common Stock
358530
D
The shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E
Convertible Preferred Stock, Series F Convertible Preferred Stock, and Series G Convertible Preferred Stock have no expiration date and are
convertible at any time at the election of the holder and will automatically convert into shares of Class B Common Stock in connection with the
Issuer's initial public offering ("IPO").
The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis at the holder's option or upon 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.
The securities are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and its individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are Peter J. Barris, M. James Barrett and Scott D. Sandell. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 securities in which such Indirect Reporting Person has no pecuniary interest.
Upon the completion of the Issuer's IPO, the outstanding 8% Notes will mandatorily convert into Series G convertible preferred stock. The
shares of Series G Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder and will
automatically convert into shares of Class B Common Stock in connection with the Issuer's IPO.
The number of shares reflect both the principle and the interest accrued through July 24, 2018.
Upon the completion of the Issuer's IPO, the outstanding principal and accrued interest on the 6% Notes will be convertible at any time at the option of the holders thereof into shares of Issuer's Class B common stock.
/s/ Sasha Keough, attorney-in-fact
2018-07-24