Sc Us (Ttgp), Ltd. - Jun 23, 2021 Form 3 Insider Report for Confluent, Inc. (CFLT)

Role: 10%+ Owner
Signature: By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd
Stock symbol: CFLT
Transactions as of: Jun 23, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/23/2021, 06:39 PM
Previous filing: Jun 25, 2021
Next filing: Jun 30, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CFLT	Series C Preferred Stock							Jun 23, 2021	Class B Common Stock	9.81M		Sequoia Capital U.S. Growth Fund VII, L.P.	F1, F2, F3, F4, F5
holding	CFLT	Series C Preferred Stock							Jun 23, 2021	Class B Common Stock	912K		Sequoia Capital U.S. Growth VII Principals Fund, L.P.	F1, F2, F3, F4, F5
holding	CFLT	Series D Preferred Stock							Jun 23, 2021	Class B Common Stock	671K		Sequoia Capital U.S. Growth Fund VII, L.P.	F1, F2, F3, F4, F5
holding	CFLT	Series D Preferred Stock							Jun 23, 2021	Class B Common Stock	9.69K		Sequoia Capital U.S. Growth VII Principals Fund, L.P.	F1, F2, F3, F4, F5
holding	CFLT	Series D Preferred Stock							Jun 23, 2021	Class B Common Stock	3.54M		Sequoia Capital U.S. Growth Fund VIII, L.P.	F1, F2, F3, F4, F5
holding	CFLT	Series E Preferred Stock							Jun 23, 2021	Class B Common Stock	359K		Sequoia Capital U.S. Growth Fund VII, L.P.	F1, F2, F3, F4, F5
holding	CFLT	Series E Preferred Stock							Jun 23, 2021	Class B Common Stock	114K		Sequoia Capital U.S. Growth Fund VIII, L.P.	F1, F2, F3, F4, F5
holding	CFLT	Series C Preferred Stock							Jun 23, 2021	Class B Common Stock	1.05M		Sequoia Grove II, LLC	F1, F2, F3, F6
holding	CFLT	Series D Preferred Stock							Jun 23, 2021	Class B Common Stock	397K		Sequoia Grove II, LLC	F1, F2, F3, F6
holding	CFLT	Series E Preferred Stock							Jun 23, 2021	Class B Common Stock	48.9K		Sequoia Grove II, LLC	F1, F2, F3, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and has no expiration date.
F2	Following the closing of the IPO, each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.
F3	Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation, and does not have an expiration date. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
F4	SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds); and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. (GFVIII). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the GFVII Funds and GFVIII.
F5	(Continued from Footnote 4) Each of SC US (TTGP), Ltd., SC U.S. Growth VII Management, L.P. and SC U.S. Growth VIII Management, L.P. disclaims beneficial ownership of the shares held by GFVII Funds, and GFVIII, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F6	Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Sequoia Grove Manager, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.