0001213900-22-079597.txt : 20221213 0001213900-22-079597.hdr.sgml : 20221213 20221213210953 ACCESSION NUMBER: 0001213900-22-079597 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211229 FILED AS OF DATE: 20221213 DATE AS OF CHANGE: 20221213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SK ecoplant Co., Ltd. CENTRAL INDEX KEY: 0001944449 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38598 FILM NUMBER: 221461022 BUSINESS ADDRESS: STREET 1: 19 YULGOK-RO 2-GIL STREET 2: JONGNO-GU CITY: SEOUL STATE: M5 ZIP: 03149 BUSINESS PHONE: 02-3700-7114 MAIL ADDRESS: STREET 1: 19 YULGOK-RO 2-GIL STREET 2: JONGNO-GU CITY: SEOUL STATE: M5 ZIP: 03149 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 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4353 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-543-1500 MAIL ADDRESS: STREET 1: 4353 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 3/A 1 ownership.xml OWNERSHIP DOCUMENT X0206 3/A 2021-12-29 2022-10-17 0 0001664703 Bloom Energy Corp BE 0001944449 SK ecoplant Co., Ltd. 19 YULGOK-RO 2-GIL JONGNO-GU SEOUL M5 03149 KOREA, REPUBLIC OF 0 0 1 0 Series A Redeemable Convertible Preferred Stock Class A Common Stock 10000000 D Stock Options (Right to Buy) Class A Common Stock D Represents 10,000,000 shares of Series A Redeemable Convertible Preferred Stock (the "RCPS") obtained pursuant to that certain Securities Purchase Agreement (the "SPA"), dated October 23, 2021, by and between SK ecoplant Co., Ltd. ("SK") and Bloom Energy Corporation ("Bloom"). Pursuant to the SPA, SK purchased, and on December 29, 2021 was issued, 10,000,000 shares of the RCPS convertible into 10,000,000 shares of Bloom's Class A Common Stock at a purchase price of $25.50 per share. Each share of the RCPS will automatically convert into shares of Class A Common Stock on December 29, 2022, unless earlier converted by SK. Represents an option to purchase shares of Class A Common Stock obtained pursuant to the SPA. Pursuant to the SPA, SK has the right to buy shares of Bloom's Class A Common Stock, the number of which shall be the lesser of (i) 11,000,000 shares plus the number SK would need to hold to become Bloom's largest shareholder by no less than 1% of its issued and outstanding capital stock on the exercise date and (ii) 15% of Bloom's issued and outstanding capital stock on the exercise date. The purchase price will be the greater of (i) $23.00 per share and (ii) 115% of the volume-weighted average closing price of the 20-consecutive trading day period immediately preceding the exercise date. SK may exercise the option at any time on or prior to August 15, 2023, and the resulting purchase would occur on or prior to November 30, 2023. This Form 3 amendment is being filed to amend the original Form 3 filed by SK on October 17, 2022, which inadvertently disclosed SK's RCPS and option in Table I, rather than Table II, and mischaracterized SK's option as already exercised. /s/ Kyung-il Park, Chief Executive Officer 2022-12-13