Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No.2)*
Under the Securities Exchange Act of 1934
Confluent, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
20717M103
(CUSIP Number)
Altimeter Capital Management, LP, One International Place, Suite 4610,
Boston, MA 02110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
?
Rule 13d-1(b)
X
Rule 13d-1(c)
?
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 20717M103
13G
Page 2 of 7 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Altimeter Capital Management, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
-0- shares
6.
SHARED VOTING POWER
12,995,374
7.
SOLE DISPOSITIVE POWER
-0- shares
8.
SHARED DISPOSITIVE POWER
12,995,374
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,995,374
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.45%
12.
TYPE OF REPORTING PERSON (see instructions)
IA, PN
CUSIP No. 20717M103
13G
Page 3 of 7 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Altimeter Capital Management General Partner, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
-0- shares
6.
SHARED VOTING POWER
12,995,374
7.
SOLE DISPOSITIVE POWER
-0- shares
8.
SHARED DISPOSITIVE POWER
12,995,374
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,995,374
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.45%
12.
TYPE OF REPORTING PERSON (see instructions)
OO
CUSIP No. 20717M103
13G
Page 4 of 7 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brad Gerstner
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
-0- shares
6.
SHARED VOTING POWER
12,995,374
7.
SOLE DISPOSITIVE POWER
-0- shares
8.
SHARED DISPOSITIVE POWER
12,995,374
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,995,374
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.45%
12.
TYPE OF REPORTING PERSON (see instructions)
IN
CUSIP No. 20717M103
13G
Page 5 of 7 Pages
Item 1.
(a)
Name of Issuer
Confluent, Inc. (the "Issuer")
(b)
Address of Issuer's Principal Executive Offices
899 W. Evelyn Avenue, Mountain View, CA, 94041
Item 2.
(a)
Name of Person Filing
This Amendment Filing to the Schedule 13G (this "Amendment Filing")
is being filed on behalf of Altimeter
Capital Management General Partner LLC (the "General Partner"),
Altimeter Capital Management, LP (the
"Investment Manager"), and Brad Gerstner, who are collectively
referred to as the "Reporting Persons." Mr.
Gerstner is the sole managing principal of the General Partner,
the Investment Manager and the Fund General
Partner. The General Partner is the sole general partner of the
Investment Manager, which is the investment
manager of the Fund. The Fund General Partner is the sole
general partner of the Fund. The Reporting Persons
have entered into a Joint Filing Agreement, dated as of the date
hereof, a copy of which is filed with this
Schedule 13G as Exhibit 1 (which is incorporated herein by
reference), pursuant to which the Reporting
Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k) under the
Act.
(b)
Address of the Principal Office or, if none, residence
The principal business office of the Reporting Persons with respect
to the shares reported hereunder is One
International Place, Suite 4610, Boston, MA 02110.
(c)
Citizenship
Each of the Investment Manager and the Fund are a Delaware limited partnership.
Each of the General Partner
and the Fund General Partner is a Delaware limited liability company.
Mr. Gerstner is a United States citizen.
(d)
Title of Class of Securities
Class A Common Stock, par value $0.00001 per share
(e)
CUSIP Number
20717M103
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person
filing is a:
Not applicable.
(a)
?
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
?
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
?
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
?
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e)
?
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
?
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g)
?
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)
?
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
?
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
?
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The beneficial ownership of each Reporting Person of shares of
Common Stock ("Common Stock") as of December
31, 2022 is as follows: each of the General Partner (as the general
partner of the Investment Manager), the
Investment Manager (as the investment manager of the Fund), and
Mr. Gerstner (as the sole managing principal of
the General Partner, and the Investment Manager) beneficially owns
12,995,374 shares of Common Stock,
representing approximately 8.45% of such class of security.
All ownership percentages of the securities reported
herein are based upon a total of 153,731,055 shares of Common
Stock shares outstanding as of December 31, 2022.
Shares reported herein for the General Partner, the Investment Manager
and Mr. Gerstner represent shares of Class
A Common Stock beneficially owned and held of record by several
private funds (collectively, the "Altimeter
Entities") for which the Investment Manager serves as the investment manager.
The General Partner serves as the
sole general partner of the Investment Manager. Shares reported herein for
Mr. Gerstner represent shares of Class A
Common Stock beneficially owned and held of record by the Altimeter Entities.
Mr. Gerstner is the sole managing
principal of the General Partner, the Investment Manager and the Fund General
Partner. Shares reported herein for
the Fund General Partner represent shares of Class A Common Stock beneficially
owned and held of record by the
Fund.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the
issuer identified in Item 1.
(a)
Amount beneficially owned:
Altimeter Capital Management General Partner LLC - 12,995,374 shares
Altimeter Capital Management, LP - 12,995,374 shares
Brad Gerstner - 12,995,374 shares
(b)
Percent of class:
Altimeter Capital Management General Partner LLC - 8.45%
Altimeter Capital Management, LP -8.45%
Brad Gerstner - 8.45%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
Altimeter Capital Management General Partner LLC -0-
Altimeter Capital Management, LP -0-
Brad Gerstner - 0-
(ii)
Shared power to vote or to direct the vote
Altimeter Capital Management General Partner LLC - 12,995,374 shares
Altimeter Capital Management, LP - 12,995,374 shares
Brad Gerstner - 12,995,374 shares
CUSIP No. 20717M103
13G
Page 7 of 7 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security
Being Reported on
By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having
that purpose or effect.
Exhibits. Exhibit 99-1
Joint Filing Agreement, dated February 15, 2023, by and among the Reporting
Persons.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this
statement is true, complete and correct.
February 15, 2023
ALTIMETER CAPITAL MANAGEMENT
GENERAL PARTNER LLC
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
ALTIMETER CAPITAL MANAGEMENT, LP
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
BRAD GERSTNER
By: /s/ Brad Gerstner
Brad Gerstner, individually
EXHIBIT I
JOINT FILING AGREEMENT
This Joint Filing Agreement dated February 15, 2023 is by and among Altimeter
Capital Management General
Partner LLC, a Delaware limited liability company, Altimeter Capital
Management, LP, a Delaware limited
partnership, and Brad Gerstner, an individual (the foregoing are collectively
referred to herein as the "Filers"). Each
of the Filers may be required to file with the United States Securities and
Exchange Commission a statement on
Schedule 13G with respect to shares of Class A Common Stock of Confluent,
Inc., beneficially owned by them from
time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated
under the Securities Exchange Act of
1934, as amended, the Filers hereby agree to file a single statement on
Schedule 13G (and any amendments thereto)
on behalf of each of such parties, and hereby further agree to file this
Joint Filing Agreement as an exhibit to such
statement, as required by such rule. This Joint Filing Agreement may be
terminated by any of the Filers upon one
week's prior written notice or such lesser period of notice as the Filers
may mutually agree.
Executed and delivered as of the date first above written.
ALTIMETER CAPITAL MANAGEMENT
GENERAL PARTNER LLC
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
ALTIMETER CAPITAL MANAGEMENT, LP
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
BRAD GERSTNER
By: /s/ Brad Gerstner
Brad Gerstner, individually