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Michelangelo Volpi

Filed: 30 Jun 21, 5:46pm
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*
Volpi Michelangelo

(Last) (First) (Middle)
C/O CONFLUENT, INC.
899 W. EVELYN AVENUE

(Street)
MOUNTAIN VIEW CA 94041

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2021
4. 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 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
Series B Preferred Stock (1) 06/28/2021 C 19,892,208 (1) (1) Class B Common Stock(2) 19,892,208 $0.00 0 I See footnote(3)(4)
Series C Preferred Stock (1) 06/28/2021 C 2,690,028 (1) (1) Class B Common Stock(2) 2,690,028 $0.00 0 I See footnote(3)(4)
Class B Common Stock (2) 06/28/2021 C 22,582,236 (2) (2) Class A Common Stock 22,582,236 $0.00 22,582,236 I See footnote(3)(4)
Series B Preferred Stock (1) 06/28/2021 C 492,912 (1) (1) Class B Common Stock(2) 492,912 $0.00 0 I See footnote(4)(5)
Series C Preferred Stock (1) 06/28/2021 C 66,656 (1) (1) Class B Common Stock(2) 66,656 $0.00 0 I See footnote(4)(5)
Class B Common Stock (2) 06/28/2021 C 559,568 (2) (2) Class A Common Stock 559,568 $0.00 559,568 I See footnote(4)(5)
Series D Preferred Stock (1) 06/28/2021 C 5,226,698 (1) (1) Class B Common Stock(2) 5,226,698 $0.00 0 I See footnote(4)(6)
Series E Preferred Stock (1) 06/28/2021 C 985,055 (1) (1) Class B Common Stock(2) 985,055 $0.00 0 I See footnote(4)(6)
Class B Common Stock (2) 06/28/2021 C 6,211,753 (2) (2) Class A Common Stock 6,211,753 $0.00 6,211,753 I See footnote(4)(6)
Series B Preferred Stock (1) 06/28/2021 C 310,428 (1) (1) Class B Common Stock(2) 310,428 $0.00 0 I See footnote(4)(7)
Series C Preferred Stock (1) 06/28/2021 C 41,980 (1) (1) Class B Common Stock(2) 41,980 $0.00 0 I See footnote(4)(7)
Series D Preferred Stock (1) 06/28/2021 C 90,391 (1) (1) Class B Common Stock(2) 90,391 $0.00 0 I See footnote(4)(7)
Series E Preferred Stock (1) 06/28/2021 C 17,035 (1) (1) Class B Common Stock(2) 17,035 $0.00 0 I See footnote(4)(7)
Class B Common Stock (2) 06/28/2021 C 459,834 (2) (2) Class A Common Stock 459,834 $0.00 459,834 I See footnote(4)(7)
Explanation of Responses:
1. Each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO).
2. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
3. The shares are held by Index Ventures VII (Jersey), L.P. ("Index VII"). Index Venture Associates VII Limited ("IVA VII") is the managing general partner of Index VII.
4. The Reporting Person is a partner with the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures VII (Jersey), L.P., Index Ventures Growth IV (Jersey), L.P. and Yucca (Jersey) SLP (collectively, the "Index Funds"). The Reporting Person is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
5. The shares are held by Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. ("Index VII Parallel"). IVA VII is the managing general partner of Index VII Parallel.
6. The shares are held by Index Ventures Growth IV (Jersey), L.P. ("Index Growth IV"). Index Venture Growth Associates IV Limited ("IVGA IV") is the managing general partner of Index Growth IV.
7. The shares are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth IV, Index VII and Index VII Parallel).
Remarks:
/s/ Michelangelo Volpi 06/30/2021
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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