Sc Us (Ttgp), Ltd. - Aug 15, 2022 Form 4 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
Aug 15, 2022
Transactions value $
$0
Form type
4
Date filed
8/17/2022, 06:37 PM
Previous filing
Aug 9, 2022
Next filing
Nov 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CFLT Class A Common Stock Conversion of derivative security $0 +93.5K $0.00 93.5K Aug 15, 2022 Sequoia Capital U.S. Growth Fund VII, L.P. F1, F3, F4
transaction CFLT Class A Common Stock Conversion of derivative security $0 +68.8K $0.00 68.8K Aug 15, 2022 Sequoia Capital U.S. Growth VII Principals Fund, L.P. F1, F3, F4
transaction CFLT Class A Common Stock Conversion of derivative security $0 +67.6K $0.00 67.6K Aug 15, 2022 Sequoia Capital U.S. Growth Fund VIII, L.P. F1, F3, F4
transaction CFLT Class A Common Stock Conversion of derivative security $0 +150K $0.00 150K Aug 15, 2022 Sequoia Grove II, LLC F1, F6
transaction CFLT Class A Common Stock Other $0 -93.5K -100% $0.00* 0 Aug 15, 2022 Sequoia Capital U.S. Growth Fund VII, L.P. F2, F3, F4
transaction CFLT Class A Common Stock Other $0 -68.8K -100% $0.00* 0 Aug 15, 2022 Sequoia Capital U.S. Growth VII Principals Fund, L.P. F2, F3, F4
transaction CFLT Class A Common Stock Other $0 -67.6K -100% $0.00* 0 Aug 15, 2022 Sequoia Capital U.S. Growth Fund VIII, L.P. F2, F3, F4
transaction CFLT Class A Common Stock Other $0 -150K -100% $0.00* 0 Aug 15, 2022 Sequoia Grove II, LLC F2, F6

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
transaction CFLT Class B Common Stock Conversion of derivative security $0 -93.5K -0.86% $0.00 10.7M Aug 15, 2022 Class A Common Stock 93.5K Sequoia Capital U.S. Growth Fund VII, L.P. F1, F3, F4
transaction CFLT Class B Common Stock Other $0 -991K -9.22% $0.00 9.76M Aug 15, 2022 Class A Common Stock 991K Sequoia Capital U.S. Growth Fund VII, L.P. F1, F2, F3, F4
transaction CFLT Class B Common Stock Conversion of derivative security $0 -68.8K -7.47% $0.00 853K Aug 15, 2022 Class A Common Stock 68.8K Sequoia Capital U.S. Growth VII Principals Fund, L.P. F1, F3, F4
transaction CFLT Class B Common Stock Other $0 -23.3K -2.73% $0.00 830K Aug 15, 2022 Class A Common Stock 23.3K Sequoia Capital U.S. Growth VII Principals Fund, L.P. F1, F2, F3, F4
transaction CFLT Class B Common Stock Conversion of derivative security $0 -67.6K -1.85% $0.00 3.59M Aug 15, 2022 Class A Common Stock 67.6K Sequoia Capital U.S. Growth Fund VIII, L.P. F1, F3, F4
transaction CFLT Class B Common Stock Other $0 -298K -8.3% $0.00 3.29M Aug 15, 2022 Class A Common Stock 298K Sequoia Capital U.S. Growth Fund VIII, L.P. F1, F2, F3, F4
transaction CFLT Class B Common Stock Conversion of derivative security $0 -150K -10% $0.00 1.35M Aug 15, 2022 Class A Common Stock 150K Sequoia Grove II, LLC F1, F6
transaction CFLT Class B Common Stock Other $0 +1.28M $0.00 1.28M Aug 15, 2022 Class A Common Stock 1.28M Sequoia Capital Fund, LP F1, F2, F5
transaction CFLT Class B Common Stock Other $0 +264K $0.00 264K Aug 15, 2022 Class A Common Stock 264K Sequoia Capital Fund Parallel, LLC F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the election of the holder thereof and has no expiration date. In addition, upon 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 certificate of incorporation.
F2 Represents a pro rata in-kind distribution of shares of Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and the contribution by such partners or members to the applicable recipient fund.
F3 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.
F4 (Continued from Footnote 3) 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 the 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.
F5 SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP ("SCF") and managing member of Sequoia Capital Fund Parallel, LLC ("SCFP"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of such reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, 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 a manager of Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of these securities 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.

Remarks:

By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P., which is the General Partner of Sequoia Capital Fund, LP and the managing member of Sequoia Capital Fund Parallel, LLC.