Matthew Craig Miller - Jun 28, 2021 Form 4 Insider Report for Confluent, Inc. (CFLT)

Role
Director, 10%+ Owner
Signature
By: /s/ Jung Yeon Son, by power of attorney for Matthew Craig Miller
Stock symbol
CFLT
Transactions as of
Jun 28, 2021
Transactions value $
$0
Form type
4
Date filed
6/30/2021, 05:55 PM
Previous filing
Jun 23, 2021
Next filing
Aug 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
transaction CFLT Series C Preferred Stock Conversion of derivative security $0 -9.81M -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 9.81M Sequoia Capital U.S. Growth Fund VII, L.P. F1, F4, F5
transaction CFLT Series C Preferred Stock Conversion of derivative security $0 -912K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 912K Sequoia Capital U.S. Growth VII Principals Fund, L.P. F1, F4, F5
transaction CFLT Series D Preferred Stock Conversion of derivative security $0 -671K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 671K Sequoia Capital U.S. Growth Fund VII, L.P. F1, F4, F5
transaction CFLT Series D Preferred Stock Conversion of derivative security $0 -9.69K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 9.69K Sequoia Capital U.S. Growth VII Principals Fund, L.P. F1, F4, F5
transaction CFLT Series D Preferred Stock Conversion of derivative security $0 -3.54M -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 3.54M Sequoia Capital U.S. Growth Fund VIII, L.P. F1, F4, F5
transaction CFLT Series E Preferred Stock Conversion of derivative security $0 -359K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 359K Sequoia Capital U.S. Growth Fund VII, L.P. F1, F4, F5
transaction CFLT Series E Preferred Stock Conversion of derivative security $0 -114K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 114K Sequoia Capital U.S. Growth Fund VIII, L.P. F1, F4, F5
transaction CFLT Series C Preferred Stock Conversion of derivative security $0 -1.05M -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 1.05M Sequoia Grove II, LLC F1, F6
transaction CFLT Series D Preferred Stock Conversion of derivative security $0 -397K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 397K Sequoia Grove II, LLC F1, F6
transaction CFLT Series E Preferred Stock Conversion of derivative security $0 -48.9K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 48.9K Sequoia Grove II, LLC F1, F6
transaction CFLT Series C Preferred Stock Conversion of derivative security $0 -120K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 120K Estate planning vehicle F1
transaction CFLT Series D Preferred Stock Conversion of derivative security $0 -99.2K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 99.2K Estate planning vehicle F1
transaction CFLT Series E Preferred Stock Conversion of derivative security $0 -7.32K -100% $0.00* 0 Jun 28, 2021 Class B Common Stock 7.32K Estate planning vehicle F1
transaction CFLT Class B Common Stock Conversion of derivative security $0 +10.8M $0.00 10.8M Jun 28, 2021 Class A Common Stock 10.8M Sequoia Capital U.S. Growth Fund VII, L.P. F1, F2, F3, F4, F5
transaction CFLT Class B Common Stock Conversion of derivative security $0 +922K $0.00 922K Jun 28, 2021 Class A Common Stock 922K Sequoia Capital U.S. Growth VII Principals Fund, L.P. F1, F2, F3, F4, F5
transaction CFLT Class B Common Stock Conversion of derivative security $0 +3.65M $0.00 3.65M Jun 28, 2021 Class A Common Stock 3.65M Sequoia Capital U.S. Growth Fund VIII, L.P. F1, F2, F3, F4, F5
transaction CFLT Class B Common Stock Conversion of derivative security $0 +1.5M $0.00 1.5M Jun 28, 2021 Class A Common Stock 1.5M Sequoia Grove II, LLC F1, F2, F3, F6
transaction CFLT Class B Common Stock Conversion of derivative security $0 +227K $0.00 227K Jun 28, 2021 Class A Common Stock 227K 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 automatically converted 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 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.