Matthew Craig Miller - Jun 23, 2021 Form 3 Insider Report for Confluent, Inc. (CFLT)

Role
Director, 10%+ Owner
Signature
/s/ Jung Yeon Son, Attorney-in-fact for Matthew Miller
Stock symbol
CFLT
Transactions as of
Jun 23, 2021
Transactions value $
$0
Form type
3
Date filed
6/23/2021, 06:36 PM
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
holding CFLT Series C Preferred Stock Jun 23, 2021 Class B Common Stock 120K Estate planning vehicle F1, F2, F3
holding CFLT Series D Preferred Stock Jun 23, 2021 Class B Common Stock 99.2K Estate planning vehicle F1, F2, F3
holding CFLT Series E Preferred Stock Jun 23, 2021 Class B Common Stock 7.32K Estate planning vehicle F1, F2, F3
* 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 The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. 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. (the GFVIII Fund).
F5 (Continued from Footnote 4) The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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:

Exhibit 24.1 - Power of Attorney