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Confluent (CFLT)

Filed: 20 May 22, 4:15pm
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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OMB Number: 3235-0287
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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)
05/18/2022
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
Class A Common Stock 05/18/2022 C(1) 2,253,905 A $0.00(1) 2,258,702(2) I By Index Ventures VII (Jersey) L.P.(3)
Class A Common Stock 05/18/2022 J(1) 2,253,905 D $0.00(1) 4,797 I By Index Ventures VII (Jersey) L.P.(3)
Class A Common Stock 05/18/2022 S 2,719 D $17.8309(4) 2,078 I By Index Ventures VII (Jersey) L.P.(3)
Class A Common Stock 05/18/2022 S 1,878 D $18.808(5) 200 I By Index Ventures VII (Jersey) L.P.(3)
Class A Common Stock 05/18/2022 S 200 D $19.3222(6) 0 I By Index Ventures VII (Jersey) L.P.(3)
Class A Common Stock 05/18/2022 C(7) 55,850 A $0.00(7) 55,969(8) I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(9)
Class A Common Stock 05/18/2022 J(7) 55,850 D $0.00(7) 119 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(9)
Class A Common Stock 05/18/2022 S 67 D $17.8309(4) 52 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(9)
Class A Common Stock 05/18/2022 S 47 D $18.808(5) 5 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(9)
Class A Common Stock 05/18/2022 S 5 D $19.3222(6) 0 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(9)
Class A Common Stock 05/18/2022 C(10) 621,175 A $0.00(10) 621,175 I By Index Ventures Growth IV (Jersey) L.P.(11)
Class A Common Stock 05/18/2022 J(10) 621,175 D $0.00(10) 0 I By Index Ventures Growth IV (Jersey) L.P.(11)
Class A Common Stock 05/18/2022 C(12) 45,916 A $0.00(12) 45,991(13) I By Yucca (Jersey) SLP(14)
Class A Common Stock 05/18/2022 J(12) 29,849 D $0.00(12) 16,142 I By Yucca (Jersey) SLP(14)
Class A Common Stock 05/18/2022 S 9,150 D $17.8309(4) 6,992 I By Yucca (Jersey) SLP(14)
Class A Common Stock 05/18/2022 S 6,320 D $18.808(5) 672 I By Yucca (Jersey) SLP(14)
Class A Common Stock 05/18/2022 S 672 D $19.3222(6) 0 I By Yucca (Jersey) SLP(14)
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
Class B Common Stock (15) 05/18/2022 C(1) 2,253,905 (15) (15) Class A Common Stock 2,253,905 $0.00 20,328,331 I By Index Ventures VII (Jersey) L.P.(3)
Class B Common Stock (15) 05/18/2022 C(7) 55,850 (15) (15) Class A Common Stock 55,850 $0.00 503,718 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(9)
Class B Common Stock (15) 05/18/2022 C(10) 621,175 (15) (15) Class A Common Stock 621,175 $0.00 5,590,578 I By Index Ventures Growth IV (Jersey) L.P.(11)
Class B Common Stock (15) 05/18/2022 C(12) 45,916 (15) (15) Class A Common Stock 45,916 $0.00 413,918 I By Yucca (Jersey) SLP(14)
Explanation of Responses:
1. On May 18, 2022, Index Ventures VII (Jersey) L.P. ("Index VII") converted in the aggregate 2,253,905 shares of the Issuer's Class B Common Stock into 2,253,905 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VII distributed in-kind, without consideration, 2,253,905 shares of Class A Common Stock pro-rata to its limited partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. Includes 4,797 shares of Class A Common Stock received in a prior distribution-in-kind made in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
3. The shares are held by Index VII. Index Venture Associates VII Limited ("IVA VII") is the general partner of Index VII. The reporting person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index VII, Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. ("Index VII Parallel") and Index Ventures Growth IV (Jersey) L.P. ("Index Growth IV"). The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.
4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.24 - $18.23. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.24 - $19.23. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.24 - $19.44. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. On May 18, 2022, Index VII Parallel converted in the aggregate 55,850 shares of the Issuer's Class B Common Stock into 55,850 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index VII Parallel distributed in-kind, without consideration, 55,850 shares of Class A Common Stock pro-rata to its limited partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
8. Includes 119 shares of Class A Common Stock received in a prior distribution-in-kind made in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
9. The shares are held by Index VII Parallel. IVA VII is the general partner of Index VII Parallel. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.
10. On May 18, 2022, Index Growth IV converted in the aggregate 621,175 shares of the Issuer's Class B Common Stock into 621,175 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Index Growth IV distributed in-kind, without consideration, 621,175 shares of Class A Common Stock pro-rata to its limited partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
11. The shares are held by Index Growth IV. Index Venture Growth Associates IV Limited ("IVGA IV") is the general partner of Index Growth IV. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.
12. On May 18, 2022, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 45,916 shares of the Issuer's Class B Common Stock into 45,916 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Yucca distributed in-kind, without consideration, 29,849 shares of Class A Common Stock pro-rata to its partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
13. Includes 75 shares of Class A Common Stock received in a prior distribution-in-kind made in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
14. The shares are held of record by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Index funds' investment (in this case, Index VII, Index VII Parallel and Index Growth IV). The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.
15. 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 is also convertible at any time at the option of the reporting person into one share of Class A Common Stock.
Remarks:
/s/ Michelangelo Volpi 05/20/2022
** 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 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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