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^*

DOERR L JOHN

(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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	8,850,000	$0.00⁽¹⁾	I	KPCB Holdings, Inc., as Nominee⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	3,278,690	$0.00⁽¹⁾	I	KPCB Holdings, Inc., as Nominee⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	664,341	$0.00⁽¹⁾	I	KPCB Holdings, Inc., as Nominee⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	186,046	$0.00⁽¹⁾	I	KPCB Holdings, Inc., as Nominee⁽³⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	275,452	$0.00⁽¹⁾	I	KPCB Holdings, Inc., as Nominee⁽³⁾⁽⁴⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	125,989	$0.00⁽¹⁾	I	KPCB Holdings, Inc., as Nominee⁽³⁾⁽⁴⁾
Series G Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	260,536	$0.00⁽¹⁾	I	KPCB Holdings, Inc., as Nominee⁽³⁾⁽⁴⁾
8% Convertible Preferred Notes	⁽⁵⁾	⁽⁵⁾	Series G Convertible Preferred Stock⁽⁵⁾	346,013⁽⁶⁾	$0.00⁽⁵⁾	I	KPCB Holdings, Inc., as Nominee⁽³⁾⁽⁴⁾
6% Convertible Notes	⁽⁷⁾	12/01/2020	Class B Common Stock⁽²⁾	358,530⁽⁶⁾	$0.00⁽⁷⁾	I	KPCB Holdings, Inc. as Nominee⁽³⁾⁽⁴⁾

Explanation of Responses:

1. The shares of Series A Convertible Preferred Stock, 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").

2. 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) upon any transfer except 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.

3. All shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

4. KPCB IX Associates, LLC ("KPCB IX Associates"), is the general partner of Kleiner Perkins Caufield & Byers IX-A, L.P. ("KPCB IX-A") and Kleiner Perkins Caufield & Byers IX-B, L.P. ("KPCB IX-B"). KPCB X Associates, LLC("KPCB X Associates"), is the general partner of Kleiner Perkins Caufield & Byers X-A, L.P. ("KPCB X-A") and Kleiner Perkins Caufield & Byers X-B, L.P. ("KPCB X-B"). Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB IX Associates, share voting and dispositive control over the shares held by KPCB IX-A and KPCB IX-B. Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB X Associates, share voting and dispositive control over the shares held by KPCB X-A and KPCB X-B. Each manager of KPCB IX Associates and KPCB X Associates disclaims beneficial ownership of the shares held by KPCB IX-A, KPCB IX-B, KPCB X-A and KPCB X-B.

5. 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.

6. The number of shares reflect both the principle and the interest accrued through July 24, 2018.

7. 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.

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.
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