SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ross Matthew Peter

(Last)

(First)

(Middle)

4353 NORTH FIRST STREET

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/29/2019

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/25/2019		C⁽¹⁾		1,093	A	$0.00	40,065	D
Class A Common Stock	04/26/2019		S⁽²⁾		380	D	$12.2734⁽³⁾	39,685	D
Class A Common Stock	04/25/2019		C⁽¹⁾		5,000	A	$0.00	44,685	D
Class A Common Stock	04/26/2019		S⁽²⁾		1,742	D	$12.2734⁽³⁾	42,943	D
Class A Common Stock	04/25/2019		C⁽¹⁾		6,666	A	$0.00	49,609	D
Class A Common Stock	04/26/2019		S⁽²⁾		2,295	D	$12.2734⁽³⁾	47,314	D
Class A Common Stock	04/25/2019		C⁽¹⁾		8,888	A	$0.00	56,202	D
Class A Common Stock	04/26/2019		S⁽²⁾		3,098	D	$12.2734⁽³⁾	53,104	D
Class A Common Stock	04/25/2019		C⁽¹⁾		12,907	A	$0.00	66,011	D
Class A Common Stock	04/26/2019		S⁽²⁾		4,499	D	$12.2734⁽³⁾	61,512	D
Class A Common Stock	04/25/2019		C⁽¹⁾		65,847	A	$0.00	127,359	D
Class A Common Stock	04/26/2019		S⁽²⁾		27,859	D	$12.2734⁽³⁾	99,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)(Class B Common Stock)	⁽⁴⁾	04/25/2019		M⁽⁵⁾			1,093	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,093	$0.00	0	D
Class B Common Stock	⁽⁶⁾	04/25/2019		M⁽⁵⁾		1,093		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,093	$0.00	1,093	D
Class B Common Stock	⁽⁶⁾	04/25/2019		C⁽¹⁾			1,093	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,093	$0.00	0	D
Restricted Stock Unit (RSU)(Class B Common Stock)	⁽⁴⁾	04/25/2019		M⁽⁵⁾			5,000	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	5,000	$0.00	5,000	D
Class B Common Stock	⁽⁶⁾	04/25/2019		M⁽⁵⁾		5,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,000	$0.00	5,000	D
Class B Common Stock	⁽⁶⁾	04/25/2019		C⁽¹⁾			5,000	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,000	$0.00	0	D
Restricted Stock Unit (RSU)(Class B Common Stock)	⁽⁴⁾	04/25/2019		M⁽⁵⁾			6,666	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	6,666	$0.00	6,666	D
Class B Common Stock	⁽⁶⁾	04/25/2019		M⁽⁵⁾		6,666		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,666	$0.00	6,666	D
Class B Common Stock	⁽⁶⁾	04/25/2019		C⁽¹⁾			6,666	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	6,666	$0.00	0	D
Restricted Stock Unit (RSU)(Class B Common Stock)	⁽⁴⁾	04/25/2019		M⁽⁵⁾			8,888	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	8,888	$0.00	17,776	D
Class B Common Stock	⁽⁶⁾	04/25/2019		M⁽⁵⁾		8,888		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	8,888	$0.00	8,888	D
Class B Common Stock	⁽⁶⁾	04/25/2019		C⁽¹⁾			8,888	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	8,888	$0.00	0	D
Restricted Stock Unit (RSU)(Class B Common Stock)	⁽⁴⁾	04/25/2019		M⁽⁵⁾			12,907	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	12,907	$0.00	25,814	D
Class B Common Stock	⁽⁶⁾	04/25/2019		M⁽⁵⁾		12,907		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	12,907	$0.00	12,907	D
Class B Common Stock	⁽⁶⁾	04/25/2019		C⁽¹⁾			12,907	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	12,907	$0.00	0	D
Restricted Stock Unit (RSU)(Class B Common Stock)	⁽⁴⁾	04/25/2019		M⁽⁵⁾			65,847	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	65,847	$0.00	197,540	D
Class B Common Stock	⁽⁶⁾	04/25/2019		M⁽⁵⁾		65,847		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	65,847	$0.00	65,847	D
Class B Common Stock	⁽⁶⁾	04/25/2019		C⁽¹⁾			65,847	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	65,847	$0.00	0	D

Explanation of Responses:

1. Conversion of a derivative security pursuant to its terms.

2. Sale of shares to satisfy tax withholding obligation. Such sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 28, 2018.

3. This transaction was executed in multiple trades at prices ranging from $12.1100 to $12.5200. The price reported above reflects the weighted average sales price.

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

5. Delivery of such shares which vested on January 25, 2019 was deferred by the reporting person until April 25, 2019.

6. All the outstanding shares of our Class B common stock will convert automatically into shares of our Class A common stock upon the occurrence of certain events. In addition, Class B common stock may be converted into shares of Class A common stock at any time at the election of the holder.

Remarks:

	/s/Shawn Soderberg, attorney-in-fact	05/01/2019
	** 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 4 (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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