Bloom Energy : Statement of Changes in Beneficial Ownership

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

Venkataraman Swaminathan

Bloom Energy Corp [ BE ]

_____ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

__X__ Officer (give title below) _____ Other (specify below)

4353 NORTH FIRST STREET

10/16/2019

EVP of Engineering and CTO

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

SAN JOSE, CA 95134

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A) or

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Class A common stock

10/16/2019

M

10000

A

$0.00

181387

D

Class A common stock

10/17/2019

S(1)

5031

D

$2.9388 (2)

176356

D

Class A common stock

389146

I

By

trust (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

Code

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

(Instr. 8)

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Amount or

Following

Direct (D)

Date

Expiration

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Title

Number of

Transaction(s)

(I) (Instr.

Shares

(Instr. 4)

4)

Restricted stock

(4)

10/16/2019

M

10000

(5)

10/16/2028

Class A

10000

$0.00

40000

D

units (Class A

common

common stock)

stock

Explanation of Responses:

1. Sale of shares to cover taxes incurred as a result of the vesting of RSUs, in accordance with a Rule 10b5-1 trading plan entered into by reporting person
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.86 to $2.965, inclusive. The reporting person undertakes to provide Bloom Energy Corporation, any security holder of Bloom Energy Corporation, 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 above.
3. Held by The Venkataraman Living Trust UTA dtd 6/8/2011 of which the reporting person is a trustee
4. Each Class A common stock RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.
5. The RSUs vest in equal annual installments of 10,000 shares on each of October 16, 2019, 2020, 2021, 2022 and 2023, subject to the reporting person's continuous service with the issuer.

Reporting Owners

Reporting Owner Name / Address	Relationships
Director 10% Owner Officer	Other

Venkataraman Swaminathan

4353 NORTH FIRST STREETEVP of Engineering and CTO

SAN JOSE, CA 95134

Signatures
By Shawn Soderberg as attorney in fact for the reporting person	10/18/2019

**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.

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