3//SEC Filing
Guardians of New Zealand Superannuation 3
Accession 0001144204-18-039955
CIK 0001664703other
Filed
Jul 24, 8:00 PM ET
Accepted
Jul 25, 8:08 PM ET
Size
6.6 KB
Accession
0001144204-18-039955
Insider Transaction Report
Form 3
Holdings
Series G Preferred Stock
→ Class A Common Stock (2,587,991 underlying)
Footnotes (3)
- [F1]The shares of Series G Preferred Stock reported herein are held by Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund being property of Her Majesty the Queen in right of New Zealand and managed by the Guardians of New Zealand Superannuation. The Series G Preferred Stock will convert into 2,587,991 shares of the Issuer's Class B Common Stock upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering (the "Offering") pursuant to a registration statement on Form S-1 (File No. 333-225571) under the Securities Act of 1933 (the "Registration Statement").
- [F2]Upon the closing of the Offering, each share of Class B Common Stock will be convertible into one share of Class A Common Stock at the option of the reporting person, upon the transfer of such share of Class B Common Stock or upon the occurrence of certain other events. The Class B Common Stock has no expiration date. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share.
- [F3]As disclosed in the Registration Statement, the total number of shares of the Issuer's Class A Common Stock and Class B Common Stock to be outstanding after the Offering is expected to be 106,066,537 shares (the "Total Common Stock"), of which the Reporting Person's holdings of 2,587,991 shares of Class B Common Stock would equal approximately 2.4% of the Total Common Stock. The Reporting Person is including this information on this Form 3 in reliance on the information provided by the Issuer in the Registration Statement. The filing of this Form 3 shall not be construed as an admission that the reporting person is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934 or otherwise the beneficial owners of any of the shares of Class A or Class B common stock of the Issuer. Pursuant to Rule 16a-1, the reporting person disclaims such beneficial ownership, except to the extent of their respective pecuniary interest.
Documents
Issuer
Bloom Energy Corp
CIK 0001664703
Entity typeother
IncorporatedNew Zealand
Related Parties
1- filerCIK 0001747883
Filing Metadata
- Form type
- 3
- Filed
- Jul 24, 8:00 PM ET
- Accepted
- Jul 25, 8:08 PM ET
- Size
- 6.6 KB