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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Bloom Energy Corp [ BE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/12/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | (1) | 05/12/2021 | A | 400,000 | (2) | (2) | Class A Common Stock | 400,000 | $0 | 400,000 | D | ||||
Performance Stock Units | (3) | 05/12/2021 | A | 250,000 | (4) | 05/12/2027 | Class A Common Stock | 250,000 | $0 | 250,000 | D | ||||
Performance Stock Units | (3) | 05/12/2021 | A | 250,000 | (5) | 05/12/2028 | Class A Common Stock | 250,000 | $0 | 250,000 | D | ||||
Performance Stock Units | (3) | 05/12/2021 | A | 250,000 | (6) | 05/12/2029 | Class A Common Stock | 250,000 | $0 | 250,000 | D | ||||
Performance Stock Units | (3) | 05/12/2021 | A | 250,000 | (7) | 05/12/2030 | Class A Common Stock | 250,000 | $0 | 250,000 | D |
Explanation of Responses: |
1. Each restricted stock unit (the "RSU") represents a contingent right to receive one (1) share of the Class A Common Stock of the Issuer upon settlement. |
2. RSUs will vest in equal annual installments over five years, with a vesting commencement date of May 12, 2021, in each case subject to the Reporting Person remaining a service provider on each applicable vesting date. |
3. Each performance stock unit ("PSU") represents a contingent right to receive one (1) share of the Class A Common Stock of the Issuer upon settlement. |
4. On May 12, 2021, the Reporting Person was granted a PSU award for a target number of 250,000 PSUs. The PSUs are eligible to vest upon the Issuer's Class A Common Stock achieving a specified price per share target averaged over any 30 day period prior to the sixth anniversary of the grant date, subject to the Reporting Person remaining a service provider on the applicable vesting date. In addition, vesting of the PSUs is contingent upon the Reporting Person remaining employed through the second anniversary of the grant date. |
5. On May 12, 2021, the Reporting Person was granted a PSU award for a target number of 250,000 PSUs. The PSUs are eligible to vest upon the Issuer's Class A Common Stock achieving a specified price per share target averaged over any 30 day period prior to the seventh anniversary of the grant date, subject to the Reporting Person remaining a service provider on each applicable vesting date. In addition, vesting of the PSUs is contingent upon the Reporting Person remaining employed through the third anniversary of the grant date. |
6. On May 12, 2021, the Reporting Person was granted a PSU award for a target number of 250,000 PSUs. The PSUs are eligible to vest upon the Issuer's Class A Common Stock achieving a specified price per share target averaged over any 30 day period prior to the eighth anniversary of the grant date, subject to the Reporting Person remaining a service provider on each applicable vesting date. In addition, vesting of the PSUs is contingent upon the Reporting Person remaining employed through the fourth anniversary of the grant date. |
7. On May 12, 2021, the Reporting Person was granted a PSU award for a target number of 250,000 PSUs. The PSUs are eligible to vest upon the Issuer's Class A Common Stock achieving a specified price per share target averaged over any 30 day period prior to the ninth anniversary of the grant date, subject to the Reporting Person remaining a service provider on each applicable vesting date. In addition, vesting of the PSUs is contingent upon the Reporting Person remaining employed through the fifth anniversary of the grant date. |
Remarks: |
/s/ Shawn M. Soderberg, as attorney-in-fact | 05/14/2021 | |
** 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). | ||
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. |