Statement of Changes in Beneficial Ownership (4)
May 05 2020 - 05:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
CANADA PENSION PLAN INVESTMENT BOARD |
2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp
[
BE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE QUEEN STREET EAST, STE 2500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2020 |
(Street)
TORONTO ONTARIO, A6 M5C 2W5
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
10.0% Convertible Senior Secured Notes due 2021 (1) | (2)(3) | 5/1/2020 | 5/1/2020 | J (1) | | | $70000000 (1) | (2)(3) | (2)(3) | Class B common stock | 8750000 (4) | $70000000 (1) | $169862370 | D | |
Explanation of Responses: |
(1) | In accordance with the terms of the indenture for the reported securities, on May 1, 2020, the Issuer completed the redemption of $70,000,000 principal amount of the reported securities at a price equal to their face value. |
(2) | The outstanding principal of the reported securities is convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $8.00. The reported securities will mature on December 1, 2021 and will bear interest at a fixed rate per annum equal to 10.00%, payable monthly in cash. 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. |
(3) | All the outstanding shares of Class B common stock will convert automatically into shares of 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 initial public offering, (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 the 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. |
(4) | Represents shares of Class B common stock that would have been issuable (upon the conversion terms described in Note 2 above) upon conversion of the $70,000,000 principal amount of the reported securities that was redeemed by the Issuer in accordance with the terms of the indenture for the reported securities at a price equal to their face value. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CANADA PENSION PLAN INVESTMENT BOARD ONE QUEEN STREET EAST STE 2500 TORONTO ONTARIO, A6 M5C 2W5 |
| X |
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Signatures
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/s/ Kathryn J. Daniels, Title: Managing Director, Head of Compliance Canada Pension Plan Investment Board | | 5/5/2020 |
**Signature of Reporting Person | Date |
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