SK ecoplant Co., Ltd. - Dec 29, 2021 Form 3/A - Amendment Insider Report for Bloom Energy Corp (BE)

Role: 10%+ Owner
Signature: /s/ Kyung-il Park, Chief Executive Officer
Stock symbol: BE
Transactions as of: Dec 29, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 12/13/2022, 08:09 PM
Date Of Original Report: Oct 17, 2022
Next filing: Oct 17, 2022

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	BE	Series A Redeemable Convertible Preferred Stock							Dec 29, 2021	Class A Common Stock	10M		Direct	F1, F3
holding	BE	Stock Options (Right to Buy)							Dec 29, 2021	Class A Common Stock			Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Represents 10,000,000 shares of Series A Redeemable Convertible Preferred Stock (the "RCPS") obtained pursuant to that certain Securities Purchase Agreement (the "SPA"), dated October 23, 2021, by and between SK ecoplant Co., Ltd. ("SK") and Bloom Energy Corporation ("Bloom"). Pursuant to the SPA, SK purchased, and on December 29, 2021 was issued, 10,000,000 shares of the RCPS convertible into 10,000,000 shares of Bloom's Class A Common Stock at a purchase price of $25.50 per share. Each share of the RCPS will automatically convert into shares of Class A Common Stock on December 29, 2022, unless earlier converted by SK.
F2	Represents an option to purchase shares of Class A Common Stock obtained pursuant to the SPA. Pursuant to the SPA, SK has the right to buy shares of Bloom's Class A Common Stock, the number of which shall be the lesser of (i) 11,000,000 shares plus the number SK would need to hold to become Bloom's largest shareholder by no less than 1% of its issued and outstanding capital stock on the exercise date and (ii) 15% of Bloom's issued and outstanding capital stock on the exercise date. The purchase price will be the greater of (i) $23.00 per share and (ii) 115% of the volume-weighted average closing price of the 20-consecutive trading day period immediately preceding the exercise date. SK may exercise the option at any time on or prior to August 15, 2023, and the resulting purchase would occur on or prior to November 30, 2023.
F3	This Form 3 amendment is being filed to amend the original Form 3 filed by SK on October 17, 2022, which inadvertently disclosed SK's RCPS and option in Table I, rather than Table II, and mischaracterized SK's option as already exercised.