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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/29/2021 |
3. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 10/17/2022 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Redeemable Convertible Preferred Stock(1)(3) | (1) | (1) | Class A Common Stock | 10,000,000 | (1) | D | |
Stock Options (Right to Buy)(2)(3) | (2) | (2) | Class A Common Stock | (2) | (2) | D |
Explanation of Responses: |
1. Represents 10,000,000 shares of Series A Redeemable Convertible Preferred Stock (the "RCPS") obtained pursuant to that certain Securities Purchase Agreement (the "SPA"), dated October 23, 2021, by and between SK ecoplant Co., Ltd. ("SK") and Bloom Energy Corporation ("Bloom"). Pursuant to the SPA, SK purchased, and on December 29, 2021 was issued, 10,000,000 shares of the RCPS convertible into 10,000,000 shares of Bloom's Class A Common Stock at a purchase price of $25.50 per share. Each share of the RCPS will automatically convert into shares of Class A Common Stock on December 29, 2022, unless earlier converted by SK. |
2. Represents an option to purchase shares of Class A Common Stock obtained pursuant to the SPA. Pursuant to the SPA, SK has the right to buy shares of Bloom's Class A Common Stock, the number of which shall be the lesser of (i) 11,000,000 shares plus the number SK would need to hold to become Bloom's largest shareholder by no less than 1% of its issued and outstanding capital stock on the exercise date and (ii) 15% of Bloom's issued and outstanding capital stock on the exercise date. The purchase price will be the greater of (i) $23.00 per share and (ii) 115% of the volume-weighted average closing price of the 20-consecutive trading day period immediately preceding the exercise date. SK may exercise the option at any time on or prior to August 15, 2023, and the resulting purchase would occur on or prior to November 30, 2023. |
3. This Form 3 amendment is being filed to amend the original Form 3 filed by SK on October 17, 2022, which inadvertently disclosed SK's RCPS and option in Table I, rather than Table II, and mischaracterized SK's option as already exercised. |
/s/ Kyung-il Park, Chief Executive Officer | 12/13/2022 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |