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*
Future Fund Board of Guardians

(Last) (First) (Middle)
LEVEL 42, 120 COLLINS STREET

(Street)
MELBOURNE C3 VIC 3000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Convertible Preferred Notes (1) 07/27/2018 C 1,022,566(2) (1) (1) Series G Convertible Preferred Stock 1,022,566 (1) 0 I See Footnote(3)
Series G Convertible Preferred Stock (1) 07/27/2018 C 1,022,566(2) (1) (1) Class B Common Stock 1,022,566 (1) 3,881,988 I See Footnote(3)
Series G Convertible Preferred Stock (4) 07/27/2018 C 3,881,988 (4) (4) Class B Common Stock 3,881,988 (4) 0 I See Footnote(5)
Class B Common Stock (6) 07/27/2018 C 4,904,554 (6) (6) Class A Common Stock 4,904,554 (6) 4,904,554 I See Footnote(7)
1. Name and Address of Reporting Person*
Future Fund Board of Guardians

(Last) (First) (Middle)
LEVEL 42, 120 COLLINS STREET

(Street)
MELBOURNE C3 VIC 3000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Future Fund Investment Co No.5 Pty Ltd

(Last) (First) (Middle)
LEVEL 42, 120 COLLINS STREET

(Street)
MELBOURNE C3 VIC 3000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Upon the completion of the Issuer's initial public offering ("IPO"), the outstanding 8% Convertible Preferred Notes mandatorily converted into shares of Series G Convertible Preferred Stock and then converted automatically into shares of Class B Common Stock in connection with the Issuer's IPO on a 1:1 basis.
2. The number of shares reflect both the principle and the interest accrued through July 24, 2018.
3. The securities are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No.5 Pty Ltd. By virtue of Future Fund Board of Guardians being the parent of Future Fund Investment Company No.5 Pty Ltd, Future Fund Board of Guardians may be deemed to share beneficial ownership of the securities beneficially held by Future Fund Investment Company No.5 Pty Ltd. Each Reporting Person disclaims beneficial ownership with respect to securities directly beneficially owned by the other Reporting Person, except to the extent of its pecuniary interest therein, if any.
4. In connection with the IPO, the shares of Series G Convertible Preferred converted automatically into shares of Class B Common Stock on a 1:1 basis.
5. The securities are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Board of Guardians.
6. Each outstanding share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, which occurs after the closing of the IPO, except for certain permitted transfers described in the Issuer's restated certificate of incorporation.
7. 3,881,988 of these shares are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Board of Guardians. 1,022,566 of these shares are held of record by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No.5 Pty Ltd. By virtue of Future Fund Board of Guardians being the parent of Future Fund Investment Company No.5 Pty Ltd, Future Fund Board of Guardians may be deemed to share beneficial ownership of the securities beneficially held by Future Fund Investment Company No.5 Pty Ltd. Each Reporting Person disclaims beneficial ownership with respect to securities directly beneficially owned by the other Reporting Person, except to the extent of its pecuniary interest therein, if any.
/s/ Cameron Price, Authorized Signatory for Future Fund Board of Guardians 07/31/2018
/s/ Paul Mann, Authorized Signatory for Future Fund Investment Company No.5 Pty Ltd 07/31/2018
** 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).
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