Bloom Energy : Amended Statement of Beneficial Ownership

November 22, 2019 at 10:03 pm EST

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

SECURITIES

OMB APPROVAL

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the

Investment Company Act of 1940

1. Name and Address of Reporting Person *	2. Date of Event Requiring		3. Issuer Name and Ticker or Trading Symbol
			Statement (MM/DD/YYYY)
KPCB X ASSOCIATES LLC	7/24/2018		Bloom Energy Corp [BE]

(Last)	(First)	(Middle)	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
2750 SAND HILL ROAD	_____ Director	___X___ 10% Owner

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

	(Street)		5. If Amendment, Date		6. Individual or Joint/Group Filing(Check Applicable Line)
MENLO PARK, CA 94025	Original Filed(MM/DD/YYYY)
7/26/2018		___ Form filed by One Reporting Person
						_X_ Form filed by More than One Reporting Person
(City)	(State)	(Zip)

			Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security				2. Amount of Securities	3. Ownership	4. Nature of Indirect Beneficial Ownership
(Instr. 4)				Beneficially Owned	Form: Direct	(Instr. 5)
				(Instr. 4)			(D) or Indirect
							(I)
							(Instr. 5)

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

1. Title of Derivate Security	2. Date Exercisable	3. Title and Amount of Securities	4. Conversion	5. Ownership	6. Nature of Indirect
(Instr. 4)	and Expiration Date	Underlying Derivative Security	or Exercise	Form of	Beneficial Ownership
	(MM/DD/YYYY)	(Instr. 4)		Price of	Derivative	(Instr. 5)
					Derivative	Security:
	Date	Expiration	Title	Amount or
	Security	Direct (D) or
	Exercisable	Date		Number of
			Indirect (I)
				Shares
					(Instr. 5)


			Class B
6% Convertible Note	(1)	(1)	Common	1231400 (3)(4)	$0 (1)	I	See Footnote (5)(6)(7)
			Stock (2)

Explanation of Responses:

Upon the completion of the Issuer's IPO, the outstanding principal and accrued interest on the 6% Convertible Notes ("6% Notes") will be convertible at any time at the option of the holders thereof into shares of Issuer's Class B Common Stock.
The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option; or (b) upon any transfer except certain permitted transfers. All the outstanding shares of Class B Common Stock will convert automatically into shares of Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of the closing of Issuer's IPO, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B Common Stock represent less than five percent (5%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to the Secretary or Chairman of the Board to so convert all shares of Class B Common Stock, or (iv) immediately following the date of the death of KR Sridhar.
The number of shares reflect both the principal and the interest accrued through July 24, 2018.
The number of shares of Class B Common Stock that the 6% Notes are convertible into, as of the time of the filing, was incorrectly reported in the Reporting Persons' original Form 3 filed on July 26, 2018. This amended filing correctly reflects the number of shares of Class B Common Stock that the 6% Notes were convertible into through July 24, 2018.
All shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
KPCB IX Associates, LLC ("KPCB IX Associates"), is the general partner of KPCB IX-A and KPCB IX-B. KPCB X Associates, LLC ("KPCB X Associates"), is the general partner of KPCB X-A and KPCB X-B. Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB IX Associates, share voting and dispositive control over the shares held by KPCB IX-A and KPCB IX-B. Brook Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond Lane and Theodore Schlein, the managers of KPCB X Associates, share voting and dispositive control over the shares held by KPCB X-A and KPCB X-B. Each manager of KPCB IX Associates and KPCB X Associates disclaims beneficial

ownership of the shares held by KPCB IX-A, KPCB IX-B, KPCB X-A and KPCB X-B except to the extent of its pecuniary interest therein.

Consists of (a) 478,645 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB IX-A; (b) 14,777 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB IX-B; (c) 421,324 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB X-A; (d) 11,883 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by KPCB X-B; and (e) 304,771 shares of Class B Common Stock issuable upon conversion of the 6% Notes held by individuals and entities associated with Kleiner Perkins Caufield & Byers.

Reporting Owners

Reporting Owner Name / Address		Relationships
Director	10% OwnerOfficerOther

KPCB X ASSOCIATES LLC
2750 SAND HILL ROAD		X
MENLO PARK, CA 94025
KPCB IX ASSOCIATES LLC
2750 SAND HILL ROAD		X
MENLO PARK, CA 94025
KLEINER PERKINS CAUFIELD & BYERS X B LP
2750 SAND HILL ROAD		X
MENLO PARK, CA 94025
KLEINER PERKINS CAUFIELD & BYERS IX A LP
2750 SAND HILL RD		X
MENLO PARK, CA 94025
KLEINER PERKINS CAUFIELD & BYERS IX B LP
2750 SAND HILL RD		X
MENLO PARK, CA 94025
KLEINER PERKINS CAUFIELD & BYERS X A LP
2750 SAND HILL ROAD		X
MENLO PARK, CA 94025

Signatures

/s/ Susan Biglieri, Chief Financial Officer of KPCB X Associates, LLC