CUSIP
No. 093712107
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13D
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Page
2 of 11 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Enterprise Associates 10, Limited Partnership
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)
☐
(b)
☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
0
Shares
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8.
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SHARED
VOTING POWER
13,296,353 shares
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9.
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SOLE
DISPOSITIVE POWER
0
Shares
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10.
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SHARED
DISPOSITIVE POWER
13,296,353 shares
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,296,353 shares
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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CUSIP
No. 093712107
|
13D
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Page
3 of 11 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEA Partners 10, Limited Partnership
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)
☐
(b)
☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
0
Shares
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8.
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SHARED
VOTING POWER
13,296,353 shares
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9.
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SOLE
DISPOSITIVE POWER
0
Shares
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10.
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SHARED
DISPOSITIVE POWER
13,296,353 shares
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,296,353 shares
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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CUSIP
No. 093712107
|
13D
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Page
4 of 11 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Scott
D. Sandell
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)
☐
(b)
☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
32,547
Shares
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8.
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SHARED
VOTING POWER
13,296,353 shares
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9.
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SOLE
DISPOSITIVE POWER
32,547
Shares
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10.
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SHARED
DISPOSITIVE POWER
13,296,353 shares
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,328,900 shares
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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CUSIP
No. 093712107
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13D
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Page
5 of 11 Pages
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Schedule
13D
Item
1. Security and Issuer.
This
statement relates to the Class A common stock, $.0001 par value (the “Common Stock”) of Bloom Energy Corporation (the
“Issuer”) having its principal executive office at 4353 North First Street, San Jose, California.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 10, Limited Partnership (“NEA 10”);
(b)
NEA Partners 10, Limited Partnership (“NEA Partners 10”), which is the sole general partner of NEA 10; and
(c)
Scott D. Sandell (“Sandell”) (the “General Partner”), the individual general partner of NEA Partners 10.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 10 and NEA Partners 10 is New Enterprise Associates, 1954 Greenspring Drive, Suite
600, Timonium, MD 21093. The address of the principal business office of Sandell is New Enterprise Associates, 2855 Sand Hill
Road, Menlo Park, California 94025.
The
principal business of NEA 10 is to invest in and assist growth-oriented businesses located principally in the United States. The
principal business of NEA Partners 10 is to act as the sole general partner of NEA 10. The principal business of Sandell is to
act as a general partner of NEA Partners 10 and a number of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been
a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA 10 and
NEA Partners 10 are limited partnerships organized under the laws of the State of Delaware. The General Partner is a United States
citizen.
Item
3. Source and Amount of Funds or Other Consideration.
The Reporting Persons previously
reported their ownership interest in the Issuer on Schedule 13G, as last amended on February 13, 2020.
On August 14, 2020, NEA 10 converted certain promissory notes issued
by the Issuer and held by NEA 10 (the “Notes”), with an aggregate principal amount of $33,867,049, into 4,233,381
shares of Class B Common Stock of the Issuer at a conversion rate of 125 shares of Class B Common Stock per $1,000 of Note principal
(the “Conversion”). Prior to the Conversion, NEA held 1,333,333 shares of Common Stock and 7,729,639 shares of Class
B Common Stock. Each share of Class B Common Stock is convertible by the holder at any time into one share of Common Stock and
each such share will convert automatically into Common Stock upon the occurrence of certain other events. NEA now holds a total
of 13,296,353 shares of Common Stock (the “NEA 10 Shares”).
CUSIP
No. 093712107
|
13D
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Page
6 of 11 Pages
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Item
4. Purpose of Transaction.
NEA 10 acquired the NEA
10 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the
Issuer and other factors, NEA 10 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except
as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities
of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer’s business or corporate structure;
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(g)
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Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any
action similar to any of those enumerated above.
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Item
5. Interest in Securities of the Issuer.
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(a)
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NEA 10 is the record owner of the NEA 10 Shares. As the sole general
partner of NEA 10, NEA Partners 10 may be deemed to own beneficially the NEA 10 Shares. As the individual general partner of NEA
10, Sandell may be deemed to own beneficially the NEA 10 Shares.
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As of August 14, 2020, Sandell is the
record owner of options to purchase 32,547 shares of Common Stock (the “Sandell Option Shares”), exercisable immediately.
Accordingly, Sandell may be deemed to own beneficially the Sandell Option Shares in addition to the NEA 10 Shares.
Each Reporting Person
disclaims beneficial ownership of the NEA 10 Shares other than those shares which such person owns of record.
As described in the Issuer’s Form 10-Q as filed with the Securities and Exchange
Commission on August 5, 2020 (the “10-Q”), holders of Class B Common Stock are entitled to ten votes per share while
holders of the Common Stock are entitled to one vote per share. In addition, holders of Class B Common Stock and holders of Common
Stock generally vote together as a single class. The single class would consist of 132,553,631, which includes (i) 103,162,077
shares of Common Stock (the “10-Q Shares”) and (ii) 29,391,554 shares of Class B Common Stock reported by the Issuer
to be outstanding as of July 31, 2020 on the 10-Q. As
further described in the 10-Q, each share of Class B Common Stock is convertible by the holder at any time into one share of Common
Stock and each such share will convert automatically into Common Stock upon the occurrence of certain other events.
CUSIP
No. 093712107
|
13D
|
Page
7 of 11 Pages
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The percentage of outstanding Common
Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting
Person’s cover sheet. Such percentage was calculated, for each Reporting Person, based on 115,125,097 shares of Common Stock
which includes (i) the 10-Q Shares and (ii) the NEA Class B Common Stock. The percentage set forth on the cover sheet for Sandell
is calculated based on 115,157,644 shares of Common Stock which includes (i) the 10-Q Shares, (ii) the NEA Class B Common Stock
and (iii) the Sandell Option Shares.
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(b)
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Regarding
the number of shares as to which such person has:
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(i)
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sole
power to vote or to direct the vote: See line 7 of cover sheets
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(ii)
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shared
power to vote or to direct the vote: See line 8 of cover sheets
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(iii)
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sole
power to dispose or to direct the disposition: See line 9 of cover sheets
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(iv)
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shared
power to dispose or to direct the disposition: See line 10 of cover sheets
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(c)
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Except
as set forth in Item 3 above, none of the Reporting Persons has effected any transaction
in the Common Stock during the last 60 days.
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(d)
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No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or any proceeds from the sale of, NEA 10 Shares beneficially owned by any of the Reporting
Persons.
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Item
6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
Not
applicable.
Item
7. Material to Be Filed as Exhibits.
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 093712107
|
13D
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Page
8 of 11 Pages
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SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 24th day of August, 2020.
NEW ENTERPRISE ASSOCIATES 10, LIMITED
PARTNERSHIP
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By:
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NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
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By:
*
Scott
D. Sandell
General
Partner
NEA PARTNERS 10, LIMITED PARTNERSHIP
By: *
Scott D. Sandell
General Partner
*
Scott D. Sandell
*/s/ Sasha
O. Keough
Sasha O. Keough
As attorney-in-fact
This Schedule 13D was executed by Sasha O. Keough on behalf
of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 093712107
|
13D
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Page
9 of 11 Pages
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D
need be filed with respect to the ownership by each of the undersigned of shares of stock of Bloom Energy Corporation.
EXECUTED
this 24th day of August, 2020.
NEW ENTERPRISE ASSOCIATES 10, LIMITED
PARTNERSHIP
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By:
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NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
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By:
*
Scott
D. Sandell
General
Partner
NEA PARTNERS 10, LIMITED PARTNERSHIP
By: *
Scott D. Sandell
General Partner
*
Scott D. Sandell
*/s/ Sasha
O. Keough
Sasha O. Keough
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha
O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 093712107
|
13D
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Page
10 of 11 Pages
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full
power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and
all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself
as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto,
and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and
if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents
and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his
or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this
Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali
Behbahani
/s/ Colin Bryant
Colin
Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ P. Justin Klein
P. Justin Klein
/s/ Vanessa Larco
Vanessa Larco
CUSIP
No. 093712107
|
13D
|
Page
11 of 11 Pages
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/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
/s/ Sara M. Nayeem
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D. Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang