SEC FORM 4

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^*

Narkhede Neha

(Last)

(First)

(Middle)

C/O CONFLUENT, INC.

899 W. EVELYN AVENUE

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2022

4. 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 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	02/14/2022		C		125,000	A	⁽¹⁾	125,000	D
Class A Common Stock	02/14/2022		S		23,286⁽²⁾	D	$53.17⁽³⁾	101,714	D
Class A Common Stock	02/14/2022		S		76,333⁽²⁾	D	$54.03⁽⁴⁾	25,381	D
Class A Common Stock	02/14/2022		S		9,605⁽²⁾	D	$54.84⁽⁵⁾	15,776	D
Class A Common Stock	02/14/2022		S		9,319⁽²⁾	D	$55.98⁽⁶⁾	6,457	D
Class A Common Stock	02/14/2022		S		6,457⁽²⁾	D	$56.81⁽⁷⁾	0	D
Class A Common Stock	02/15/2022		C		125,000	A	⁽¹⁾	125,000	D
Class A Common Stock	02/15/2022		S		50,396⁽²⁾	D	$53.18⁽⁸⁾	74,604	D
Class A Common Stock	02/15/2022		S		24,804⁽²⁾	D	$54.03⁽⁹⁾	49,800	D
Class A Common Stock	02/15/2022		S		6,448⁽²⁾	D	$55.04⁽¹⁰⁾	43,352	D
Class A Common Stock	02/15/2022		S		21,005⁽²⁾	D	$55.99⁽¹¹⁾	22,347	D
Class A Common Stock	02/15/2022		S		22,264⁽²⁾	D	$57.11⁽¹²⁾	83	D
Class A Common Stock	02/15/2022		S		83⁽²⁾	D	$57.62	0	D
Class A Common Stock	02/16/2022		C		27,400	A	⁽¹⁾	27,400	D
Class A Common Stock	02/16/2022		S		27,400⁽²⁾	D	$58.09⁽¹³⁾	0	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)
Stock Option (Right to Buy)	$2.24	02/14/2022		M			125,000	⁽¹⁴⁾	10/21/2028	Class B Common Stock	125,000	$0.00	781,768	D
Class B Common Stock	⁽¹⁾	02/14/2022		M		125,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	125,000	$0.00	1,208,729	D
Class B Common Stock	⁽¹⁾	02/14/2022		C			125,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	125,000	$0.00	1,083,729	D
Stock Option (Right to Buy)	$2.24	02/15/2022		M			125,000	⁽¹⁴⁾	10/21/2028	Class B Common Stock	125,000	$0.00	656,768	D
Class B Common Stock	⁽¹⁾	02/15/2022		M		125,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	125,000	$0.00	1,208,729	D
Class B Common Stock	⁽¹⁾	02/15/2022		C			125,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	125,000	$0.00	1,083,729	D
Stock Option (Right to Buy)	$2.24	02/16/2022		M			27,400	⁽¹⁴⁾	10/21/2028	Class B Common Stock	27,400	$0.00	629,368	D
Class B Common Stock	⁽¹⁾	02/16/2022		M		27,400		⁽¹⁾	⁽¹⁾	Class A Common Stock	27,400	$0.00	1,111,129	D
Class B Common Stock	⁽¹⁾	02/16/2022		C			27,400	⁽¹⁾	⁽¹⁾	Class A Common Stock	27,400	$0.00	1,083,729	D

Explanation of Responses:

1. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

2. Shares sold pursuant to 10b5-1 trading plan adopted September 15, 2021.

3. The shares were sold at prices ranging from $52.55 to $53.54. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The shares were sold at prices ranging from $53.55 to $54.54. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The shares were sold at prices ranging from $54.55 to $55.54. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The shares were sold at prices ranging from $55.57 to $56.56. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The shares were sold at prices ranging from $56.57 to $57.53. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The shares were sold at prices ranging from $52.61 to $53.60. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The shares were sold at prices ranging from $53.61 to $54.57. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The shares were sold at prices ranging from $54.61 to $55.60. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The shares were sold at prices ranging from $55.61 to $56.59. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The shares were sold at prices ranging from $56.62 to $57.61. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. The shares were sold at prices ranging from $58.00 to $58.55. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments with a vesting commencement date of October 1, 2018, subject to Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Melanie Vinson, Attorney-in-fact	02/16/2022
	** 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).
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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