Accession Number: | 0000899243-19-001820 |
Date: | 2018-07-27 |
Issuer: | BLOOM ENERGY CORP (BE) |
Original Submission Date: |
MOBIUS VI LLC
1050 WALNUT STREET, SUITE 210
BOULDER, CO 80302
MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L P
1050 WALNUT STREET, SUITE 210
BOULDER, CO 80302
MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P
1050 WALNUT STREET, SUITE 210
BOULDER, CO 80302
MOBIUS TECHNOLOGY VENTURES VI LP
1050 WALNUT STREET, SUITE 210
BOULDER, CO 80302
SOFTBANK U S VENTURES VI L P
1050 WALNUT STREET, SUITE 210
BOULDER, CO 80302
FELD BRADLEY A
1050 WALNUT STREET, SUITE 210
BOULDER, CO 80302
MENDELSON JASON A
1050 WALNUT STREET, SUITE 210
BOULDER, CO 80302
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
CLASS A COMMON STOCK | 2019-01-22 | S | 69,558 | d | $11.86 | 1,354,105 | indirect | f3 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 74,603 | d | $11.86 | 1,456,811 | indirect | f4 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 2,845 | d | $11.86 | 55,547 | indirect | f5 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 2,710 | d | $11.86 | 52,914 | indirect | f6 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 46 | d | $12.42 | 1,354,059 | indirect | f3 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 51 | d | $12.42 | 1,456,760 | indirect | f4 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 2 | d | $12.42 | 55,545 | indirect | f5 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 1 | d | $12.42 | 52,913 | indirect | f6 | |
CLASS A COMMON STOCK | 2019-01-23 | S | 21,241 | d | $11.94 | 1,332,818 | indirect | f3 | |
CLASS A COMMON STOCK | 2019-01-23 | S | 22,782 | d | $11.94 | 1,433,978 | indirect | f4 | |
CLASS A COMMON STOCK | 2019-01-23 | S | 869 | d | $11.94 | 54,676 | indirect | f5 | |
CLASS A COMMON STOCK | 2019-01-23 | S | 827 | d | $11.94 | 52,086 | indirect | f6 | |
CLASS A COMMON STOCK | 2019-01-18 | C | 1,423,663 | a | $0.00 | 1,423,663 | indirect | f3 | |
CLASS A COMMON STOCK | 2019-01-18 | C | 1,531,414 | a | $0.00 | 1,531,414 | indirect | f4 | |
CLASS A COMMON STOCK | 2019-01-18 | C | 58,392 | a | $0.00 | 58,392 | indirect | f5 | |
CLASS A COMMON STOCK | 2019-01-18 | C | 55,624 | a | $0.00 | 55,624 | indirect | f6 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 69,558 | d | $11.86 | 1,354,105 | indirect | f3 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 74,603 | d | $11.86 | 1,456,811 | indirect | f4 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 2,845 | d | $11.86 | 55,547 | indirect | f5 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 2,710 | d | $11.86 | 52,914 | indirect | f6 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 46 | d | $12.42 | 1,354,059 | indirect | f3 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 51 | d | $12.42 | 1,456,760 | indirect | f4 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 2 | d | $12.42 | 55,545 | indirect | f5 | |
CLASS A COMMON STOCK | 2019-01-22 | S | 1 | d | $12.42 | 52,913 | indirect | f6 | |
CLASS A COMMON STOCK | 2019-01-23 | S | 21,241 | d | $11.94 | 1,332,818 | indirect | f3 | |
CLASS A COMMON STOCK | 2019-01-23 | S | 22,782 | d | $11.94 | 1,433,978 | indirect | f4 | |
CLASS A COMMON STOCK | 2019-01-23 | S | 869 | d | $11.94 | 54,676 | indirect | f5 | |
CLASS A COMMON STOCK | 2019-01-23 | S | 827 | d | $11.94 | 52,086 | indirect | f6 |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
---|---|---|---|---|---|---|---|---|---|---|---|---|
SERIES C CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,358,073 (d) | class b common stock 1,358,073 | $0.00 | 0 | indirect | by mobius technology ventures vi, l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,358,073 (a) | class a common stock 1,358,073 | $0.00 | 1,358,073 | indirect | by mobius technology ventures vi, l.p. | ||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 28,812 (d) | class b common stock 28,812 | $0.00 | 0 | indirect | by mobius technology ventures vi, l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 28,812 (a) | class a common stock 28,812 | $0.00 | 1,386,885 | indirect | by mobius technology ventures vi, l.p. | ||
SERIES E CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 36,778 (d) | class b common stock 36,778 | $0.00 | 0 | indirect | by mobius technology ventures vi, l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 36,778 (a) | class a common stock 36,778 | $0.00 | 1,423,663 | indirect | by mobius technology ventures vi, l.p. | ||
SERIES F CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 4,180 (d) | class b common stock 4,180 | $0.00 | 0 | indirect | by mobius technology ventures vi, l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 4,180 (a) | class a common stock 4,180 | $0.00 | 1,427,843 | indirect | by mobius technology ventures vi, l.p. | ||
SERIES C CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,456,582 (d) | class b common stock 1,456,582 | $0.00 | 0 | indirect | by softbank u.s. ventures vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,456,582 (a) | class a common stock 1,456,582 | $0.00 | 1,456,582 | indirect | by softbank u.s. ventures vi l.p. | ||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 30,902 (d) | class b common stock 30,902 | $0.00 | 0 | indirect | by softbank u.s. ventures vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 30,902 (a) | class a common stock 30,902 | $0.00 | 1,487,484 | indirect | by softbank u.s. ventures vi l.p. | ||
SERIES E CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 39,446 (d) | class b common stock 39,446 | $0.00 | 0 | indirect | by softbank u.s. ventures vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 39,446 (a) | class a common stock 39,446 | $0.00 | 1,526,930 | indirect | by softbank u.s. ventures vi l.p. | ||
SERIES F CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 4,484 (d) | class b common stock 4,484 | $0.00 | 0 | indirect | by softbank u.s. ventures vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 4,484 (a) | class a common stock 4,484 | $0.00 | 1,531,414 | indirect | by softbank u.s. ventures vi l.p. | ||
SERIES C CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 55,540 (d) | class b common stock 55,540 | $0.00 | 0 | indirect | by mobius technology ventures side fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 55,540 (a) | class a common stock 55,540 | $0.00 | 55,540 | indirect | by mobius technology ventures side fund vi l.p. | ||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,178 (d) | class b common stock 1,178 | $0.00 | 0 | indirect | by mobius technology ventures side fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,178 (a) | class a common stock 1,178 | $0.00 | 56,718 | indirect | by mobius technology ventures side fund vi l.p. | ||
SERIES E CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,504 (d) | class b common stock 1,504 | $0.00 | 0 | indirect | by mobius technology ventures side fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,504 (a) | class a common stock 1,504 | $0.00 | 58,222 | indirect | by mobius technology ventures side fund vi l.p. | ||
SERIES F CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 170 (d) | class b common stock 170 | $0.00 | 0 | indirect | by mobius technology ventures side fund vi l.p. | ||
SERIES C CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,358,073 (d) | class b common stock 1,358,073 | $0.00 | 0 | indirect | by mobius technology ventures vi, l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 170 (a) | class a common stock 170 | $0.00 | 58,392 | indirect | by mobius technology ventures side fund vi l.p. | ||
SERIES C CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 52,908 (d) | class b common stock 52,908 | $0.00 | 0 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,358,073 (a) | class a common stock 1,358,073 | $0.00 | 1,358,073 | indirect | by mobius technology ventures vi, l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 52,908 (a) | class a common stock 52,908 | $0.00 | 52,908 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 28,812 (d) | class b common stock 28,812 | $0.00 | 0 | indirect | by mobius technology ventures vi, l.p. | ||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,122 (d) | class b common stock 1,122 | $0.00 | 0 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 28,812 (a) | class a common stock 28,812 | $0.00 | 1,386,885 | indirect | by mobius technology ventures vi, l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,122 (a) | class a common stock 1,122 | $0.00 | 54,030 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
SERIES E CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,432 (d) | class b common stock 1,432 | $0.00 | 0 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
SERIES E CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 36,778 (d) | class b common stock 36,778 | $0.00 | 0 | indirect | by mobius technology ventures vi, l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,432 (a) | class a common stock 1,432 | $0.00 | 55,462 | indirect | by mobius technology ventures advisors fund vi l.p | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 36,778 (a) | class a common stock 36,778 | $0.00 | 1,423,663 | indirect | by mobius technology ventures vi, l.p. | ||
SERIES F CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 4,180 (d) | class b common stock 4,180 | $0.00 | 0 | indirect | by mobius technology ventures vi, l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 4,180 (a) | class a common stock 4,180 | $0.00 | 1,427,843 | indirect | by mobius technology ventures vi, l.p. | ||
SERIES C CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,456,582 (d) | class b common stock 1,456,582 | $0.00 | 0 | indirect | by softbank u.s. ventures vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,456,582 (a) | class a common stock 1,456,582 | $0.00 | 1,456,582 | indirect | by softbank u.s. ventures vi l.p. | ||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 30,902 (d) | class b common stock 30,902 | $0.00 | 0 | indirect | by softbank u.s. ventures vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 30,902 (a) | class a common stock 30,902 | $0.00 | 1,487,484 | indirect | by softbank u.s. ventures vi l.p. | ||
SERIES E CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 39,446 (d) | class b common stock 39,446 | $0.00 | 0 | indirect | by softbank u.s. ventures vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 39,446 (a) | class a common stock 39,446 | $0.00 | 1,526,930 | indirect | by softbank u.s. ventures vi l.p. | ||
SERIES F CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 4,484 (d) | class b common stock 4,484 | $0.00 | 0 | indirect | by softbank u.s. ventures vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 4,484 (a) | class a common stock 4,484 | $0.00 | 1,531,414 | indirect | by softbank u.s. ventures vi l.p. | ||
SERIES C CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 55,540 (d) | class b common stock 55,540 | $0.00 | 0 | indirect | by mobius technology ventures side fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 55,540 (a) | class a common stock 55,540 | $0.00 | 55,540 | indirect | by mobius technology ventures side fund vi l.p. | ||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,178 (d) | class b common stock 1,178 | $0.00 | 0 | indirect | by mobius technology ventures side fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,178 (a) | class a common stock 1,178 | $0.00 | 56,718 | indirect | by mobius technology ventures side fund vi l.p. | ||
SERIES E CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,504 (d) | class b common stock 1,504 | $0.00 | 0 | indirect | by mobius technology ventures side fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,504 (a) | class a common stock 1,504 | $0.00 | 58,222 | indirect | by mobius technology ventures side fund vi l.p. | ||
SERIES F CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 170 (d) | class b common stock 170 | $0.00 | 0 | indirect | by mobius technology ventures side fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 170 (a) | class a common stock 170 | $0.00 | 58,392 | indirect | by mobius technology ventures side fund vi l.p. | ||
SERIES C CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 52,908 (d) | class b common stock 52,908 | $0.00 | 0 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 52,908 (a) | class a common stock 52,908 | $0.00 | 52,908 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,122 (d) | class b common stock 1,122 | $0.00 | 0 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,122 (a) | class a common stock 1,122 | $0.00 | 54,030 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
SERIES E CONVERTIBLE PREFERRED STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,432 (d) | class b common stock 1,432 | $0.00 | 0 | indirect | by mobius technology ventures advisors fund vi l.p. | ||
CLASS B COMMON STOCK | 0.0 | 2018-07-27 | deemed execution date | C | 1,432 (a) | class a common stock 1,432 | $0.00 | 55,462 | indirect | by mobius technology ventures advisors fund vi l.p |
ID | footnote |
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f1 | price reflected is the weighted-average sale price for shares sold. the range of sale prices for the transactions reported was $11.40 to $12.39 per share. each reporting person undertakes to provide, upon request by the sec staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
f2 | price reflected is the weighted-average sale price for shares sold. the range of sale prices for the transactions reported was $11.82 - $12.08 per share. each reporting person undertakes to provide, upon request by the sec staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
f3 | the securities are held by mobius technology ventures vi, l.p. ("mobius technology vi"). |
f4 | the securities are held by softbank u.s. ventures vi, l.p. ("softbank"). |
f5 | the securities are held by mobius technology ventures side fund vi, l.p. ("mobius side fund"). |
f6 | the securities are held by mobius technology ventures advisors fund vi, l.p. ("mobius advisors fund"). |
f7 | 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 reporting person disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein. |
f8 | each share of series c convertible preferred stock, series d convertible preferred stock and series e convertible preferred stock and series f convertible preferred stock automatically converted into the issuer's class b common stock, on a 1 for 1 basis, immediately prior to the closing of the issuer's initial public offering on july 27, 2018 ("ipo") and had no expiration date. |
f9 | 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 july 27, 2018, (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 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. |
f1 | price reflected is the weighted-average sale price for shares sold. the range of sale prices for the transactions reported was $11.40 to $12.39 per share. each reporting person undertakes to provide, upon request by the sec staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
f2 | price reflected is the weighted-average sale price for shares sold. the range of sale prices for the transactions reported was $11.82 - $12.08 per share. each reporting person undertakes to provide, upon request by the sec staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
f3 | the securities are held by mobius technology ventures vi, l.p. ("mobius technology vi"). |
f4 | the securities are held by softbank u.s. ventures vi, l.p. ("softbank"). |
f5 | the securities are held by mobius technology ventures side fund vi, l.p. ("mobius side fund"). |
f6 | the securities are held by mobius technology ventures advisors fund vi, l.p. ("mobius advisors fund"). |
f7 | 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 reporting person disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein. |
f8 | each share of series c convertible preferred stock, series d convertible preferred stock and series e convertible preferred stock and series f convertible preferred stock automatically converted into the issuer's class b common stock, on a 1 for 1 basis, immediately prior to the closing of the issuer's initial public offering on july 27, 2018 ("ipo") and had no expiration date. |
f9 | 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 july 27, 2018, (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 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. |