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^*

MORGAN STANLEY

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/23/2018

3. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ]

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

Director	X	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)
Class A Common Stock	1,669	I	By subsidiary

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)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,615,315	$0.00	I	By subsidiary
Call Option (right to buy)	⁽²⁾	12/21/2018	Class A Common Stock	100	$12.5	I	By subsidiary
Call Option (right to buy)	⁽²⁾	12/21/2018	Class A Common Stock	1,500	$15	I	By subsidiary
Put Option (right to sell)	⁽²⁾	12/21/2018	Class A Common Stock	100	$15	I	By subsidiary
Call Option (right to buy)	⁽²⁾	02/15/2019	Class A Common Stock	800	$20	I	By subsidiary
Call Option (right to buy)	⁽²⁾	02/15/2019	Class A Common Stock	13,700	$25	I	By subsidiary
Call Option (right to buy)	⁽²⁾	02/15/2019	Class A Common Stock	300	$15	I	By subsidiary
Put Option (right to sell)	⁽²⁾	02/15/2019	Class A Common Stock	1,100	$15	I	By subsidiary
Put Option (right to sell)	⁽²⁾	02/15/2019	Class A Common Stock	1,700	$17.5	I	By subsidiary
Call Option (right to buy)	⁽²⁾	05/17/2019	Class A Common Stock	100	$30	I	By subsidiary
Call Option (right to buy)	⁽²⁾	05/17/2019	Class A Common Stock	2,700	$35	I	By subsidiary
Put Option (right to sell)	⁽²⁾	05/17/2019	Class A Common Stock	2,800	$15	I	By subsidiary
Put Option (right to sell)	⁽²⁾	05/17/2019	Class A Common Stock	100	$17.5	I	By subsidiary
Put Option (obligation to buy)	⁽³⁾	12/21/2018	Class A Common Stock	3,100	$10	I	By subsidiary
Call Option (obligation to sell)	⁽³⁾	02/15/2019	Class A Common Stock	8,600	$22.5	I	By subsidiary
Call Option (obligation to sell)	⁽³⁾	02/15/2019	Class A Common Stock	600	$45	I	By subsidiary
Put Option (obligation to buy)	⁽³⁾	02/15/2019	Class A Common Stock	1,600	$30	I	By subsidiary
Call Option (obligation to sell)	⁽³⁾	05/17/2019	Class A Common Stock	1,900	$25	I	By subsidiary
Call Option (obligation to sell)	⁽³⁾	05/17/2019	Class A Common Stock	1,000	$40	I	By subsidiary
Call Option (obligation to sell)	⁽³⁾	12/21/2018	Class A Common Stock	100	$22.5	I	By subsidiary
Call Option (obligation to sell)	⁽³⁾	12/21/2018	Class A Common Stock	700	$25	I	By subsidiary

Explanation of Responses:

1. Subject to the terms of the applicable lock-up agreement, the shares of Class B Common Stock are convertible into Class A Common Stock upon the election of the reporting person at any time. 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 July 27, 2018, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B Common Stock represent less than 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 of Directors of the Issuer to so convert all shares of Class B Common Stock or (iv) immediately following the date of the death of KR Sridhar.

2. Exercisable by the reporting person at any time.

3. Exercisable by the holder at any time.

	/s/ Christina Huffman, Authorized Signatory	11/28/2018
	** 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 5 (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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