Bloom Energy : Initial Statement of Beneficial Ownership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF 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

1. Name and Address of Reporting Person *

MOBIUS VI LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)

7/24/2018

3. Issuer Name and Ticker or Trading Symbol

Bloom Energy Corp [BE]

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5

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

Series C Convertible Preferred Stock

Class B Common

Series D Convertible Preferred Stock

Series E Convertible Preferred Stock

Series F Convertible Preferred Stock

Series C Convertible Preferred Stock

Series D Convertible Preferred Stock

(1)

(1)

Stock

(2)

1358073

By Mobius Technology Ventures

(1)

(1)

Class B CommonStock

(2)

28812

(1)

(1)

Class B CommonStock

(2)

36778

(1)

(1)

Class B CommonStock

(2)

4180

(1)

(1)

Class B CommonStock

(2)

1456582

(1)

(1)

Class B CommonStock

(2)

30902

(1)

IVI, L.P.

(3) (7)

(1)

IBy Mobius Technology VenturesVI, L.P.

(3) (7)

(1)

IBy Mobius Technology VenturesVI, L.P.

(3) (7)

(1)

IBy Mobius Technology VenturesVI, L.P.

(3) (7)

(1)

IBy SOFTBANK U.S.

Ventures VI L.P.

(4)

(7)

(1)

IBy SOFTBANK U.S.

Ventures VI L.P.

(4)

(7)

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

1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	39446	(1)	I	By SOFTBANK U.S. Ventures VI L.P. (4) (7)
Series F Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	4484	(1)	I	By SOFTBANK U.S. Ventures VI L.P. (4) (7)
Series C Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	55540	(1)	I	By Mobius Technology VenturesSide Fund VI L.P. (5) (7)
Series D Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	1178	(1)	I	By Mobius Technology VenturesSide Fund VI L.P. (5) (7)
Series E Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	1504	(1)	I	By Mobius Technology VenturesSide Fund VI L.P. (5) (7)
Series F Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	170	(1)	I	By Mobius Technology VenturesSide Fund VI L.P. (5) (7)
Series C Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	52908	(1)	I	By Mobius Technology Ventures Advisors Fund VIL.P. (6) (7)
Series D Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	1122	(1)	I	By Mobius Technology Ventures Advisors Fund VIL.P. (6) (7)
Series E Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	1432	(1)	I	By Mobius Technology Ventures Advisors Fund VIL.P. (6) (7)
Series F Convertible Preferred Stock	(1)	(1)	Class B Common Stock (2)	162	(1)	I	By Mobius Technology Ventures Advisors Fund VIL.P. (6) (7)

Explanation of Responses:

(1) The shares of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible

Preferred Stock have no expiration date and are convertible at any time at the election of the holder and will automatically convert into shares of Class B Common Stock in connection with the Issuer's initial public offering ("IPO").

(2)

The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis at the holder's option or upon any transfer except for 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 numberof 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 Issuer's 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.

• (3) The securities are held by Mobius Technology Ventures VI, L.P. ("Mobius Technology VI").

• (4) The securities are held by SOFTBANK U.S. Ventures VI, L.P. ("Softbank").

• (5) The securities are held by Mobius Technology Ventures Side Fund VI, L.P. ("Mobius Side Fund").

• (6) The securities are held by Mobius Technology Ventures Advisors Fund VI, L.P. ("Mobius Advisors Fund").

• (7) Mobius VI LLC ("Mobius VI") is the General Partner of Mobius Technology VI, Softbank, Mobius Side Fund and Mobius Advisors Fund (collectively, the "Mobius Funds"). Mobius VI may be deemed to indirectly beneficially own the securities owned by the Mobius Funds. Bradley A. Feld and Jason A. Mendelson are Managing Directors of Mobius VI and each share voting and dispositive power over the securities held by Mobius Funds. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MOBIUS VI LLC 1050 WALNUT STREET, SUITE 210 BOULDER, CO 80302	X
MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L P 1050 WALNUT STREET, SUITE 210 BOULDER, CO 80302	X
MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P 1050 WALNUT STREET, SUITE 210 BOULDER, CO 80302	X
MOBIUS TECHNOLOGY VENTURES VI LP 1050 WALNUT STREET, SUITE 210 BOULDER, CO 80302	X
SOFTBANK U S VENTURES VI L P 1050 WALNUT STREET, SUITE 210 BOULDER, CO 80302	X
MENDELSON JASON A 1050 WALNUT STREET, SUITE 210 BOULDER, CO 80302	X
FELD BRADLEY A 1050 WALNUT STREET, SUITE 210 BOULDER, CO 80302	X

Signatures

Mobius VI LLC, /s/ Jason A. Mendelson

1/23/2019

** Signature of Reporting Person

Date

Mobius Technology Ventures Advisors Fund VI L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson

1/23/2019

** Signature of Reporting Person

Date

Mobius Technology Ventures Side Fund VI L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson

1/23/2019

** Signature of Reporting Person

Date

Mobius Technology Ventures VI, L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson

1/23/2019

** Signature of Reporting Person

Date

SOFTBANK U.S. Ventures VI L.P., By: Mobius VI LLC, its General Partner, /s/ Jason A. Mendelson

1/23/2019

** Signature of Reporting Person

Date

/s/ Bradley A. Feld

1/23/2019

** Signature of Reporting Person

Date

/s/ Jason A. Mendelson

1/23/2019

** 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 5(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 control number.