Sec Form 13G Filing - Benchmark Capital Partners VIII L.P. filing for Confluent Inc. (CFLT) - 2022-02-14

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. )*

 

Confluent, Inc.

(Name of Issuer)

 

Class A Common Stock

 (Title of Class of Securities)

 

20717M103

 (CUSIP Number)

 

December 31, 2021

(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)

 

¨

Rule 13d-1(c)

 

x

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).

 

(Continued on following pages)

 

 

Page 1 of 18 Pages

Exhibit Index Contained on Page 17

 

 

1	NAME OF REPORTING PERSON                             Benchmark Capital Partners VIII, L.P. (“BCP VIII”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
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 15,856,839 shares*, except that Benchmark Capital Management Co. VIII, L.L.C. (“BCMC VIII”), the general partner of BCP VIII, may be deemed to have sole power to vote these shares, and Matthew R. Cohler (“Cohler”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), An-Yen Hu (“Hu”), Mitchell H. Lasky (“Lasky”), Chetan Puttagunta (“Puttagunta”), Sarah E. Tavel (“Tavel”) and Eric Vishria (“Vishria”), the members of BCMC VIII, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 15,856,839 shares*, except that BCMC VIII, the general partner of BCP VIII, may be deemed to have sole power to dispose of these shares, and Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria, the members of BCMC VIII, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			15,856,839
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			18.6%
12	TYPE OF REPORTING PERSON			PN

*Represents 15,856,839 shares of Class B Common Stock held directly by BCP VIII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 15,856,839 shares of Class B Common Stock held by BCP VIII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 6.0%.

 

 

1	NAME OF REPORTING PERSON                             Benchmark Founders’ Fund VIII, L.P. (“BFF VIII”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
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 2,523,150 shares*, except that BCMC VIII, the general partner of BFF VIII, may be deemed to have sole power to vote these shares, and Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria, the members of BCMC VIII, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 2,523,150 shares*, except that BCMC VIII, the general partner of BFF VIII, may be deemed to have sole power to dispose of these shares, and Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria, the members of BCMC VIII, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			2,523,150
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			3.5%
12	TYPE OF REPORTING PERSON			PN

*Represents 2,523,150 shares of Class B Common Stock held directly by BFF VIII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 2,523,150 shares of Class B Common Stock held by BFF VIII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 1.0%.

 

 

1	NAME OF REPORTING PERSON                             Benchmark Founders’ Fund VIII -B, L.P. (“BFF VIII -B”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
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 3,506,043 shares*, except that BCMC VIII, the general partner of BFF VIII -B, may be deemed to have sole power to vote these shares, and Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria, the members of BCMC VIII, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 3,506,043 shares*, except that BCMC VIII, the general partner of BFF VIII -B, may be deemed to have sole power to dispose of these shares, and Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria, the members of BCMC VIII, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			3,506,043
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			4.8%
12	TYPE OF REPORTING PERSON			PN

*Represents 3,506,043 shares of Class B Common Stock held directly by BFF VIII-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,506,043 shares of Class B Common Stock held by BFF VIII-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 1.3%.

 

 

1	NAME OF REPORTING PERSON                             Benchmark Capital Management Co. VIII, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
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 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, may be deemed to have sole power to vote these shares, and Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria, the members of BCMC VIII, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, may be deemed to have sole power to dispose of these shares, and Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria, the members of BCMC VIII, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			21,886,032
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			23.9%
12	TYPE OF REPORTING PERSON			OO

*Represents an aggregate of 21,886,032 shares of Class B Common Stock held directly by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 21,886,032 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 8.3%.

 

 

1	NAME OF REPORTING PERSON                             Matthew R. Cohler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,509,420 shares
		6	SHARED VOTING POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, may be deemed to have sole power to vote these shares, and Cohler, a member of BCMC VIII, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 1,509,420 shares
		8	SHARED DISPOSITIVE POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, may be deemed to have sole power to vote these shares, and Cohler, a member of BCMC VIII, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			23,395,452
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			25.2%
12	TYPE OF REPORTING PERSON			IN

*Represents an aggregate of 21,886,032 shares of Class B Common Stock held directly by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 21,886,032 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 8.8%.

 

 

1	NAME OF REPORTING PERSON                             Peter Fenton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,142,677 shares
		6	SHARED VOTING POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Fenton, a member of BCMC VIII, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 1,142,677 shares
		8	SHARED DISPOSITIVE POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Fenton, a member of BCMC VIII, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			23,028,709
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			24.9%
12	TYPE OF REPORTING PERSON			IN

*Represents an aggregate of 21,886,032 shares of Class B Common Stock held directly by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 21,886,032 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 8.7%.

 

 

1	NAME OF REPORTING PERSON                             J. William Gurley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,337,597 shares
		6	SHARED VOTING POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Gurley, a member of BCMC VIII, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 1,337,597 shares
		8	SHARED DISPOSITIVE POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Gurley, a member of BCMC VIII, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			23,223,629
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			25.0%
12	TYPE OF REPORTING PERSON			IN

*Represents an aggregate of 21,886,032 shares of Class B Common Stock held directly by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 21,886,032 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 8.8%.

 

 

1	NAME OF REPORTING PERSON                             An-Yen Hu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 11,952 shares
		6	SHARED VOTING POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Hu, a member of BCMC VIII may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 11,952 shares
		8	SHARED DISPOSITIVE POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Hu, a member of BCMC VIII may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			21,897,984
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			23.9%
12	TYPE OF REPORTING PERSON			IN

*Represents an aggregate of 21,886,032 shares of Class B Common Stock held directly by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 21,886,032 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 8.3%.

 

 

1	NAME OF REPORTING PERSON                             Mitchell H. Lasky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,476,833 shares
		6	SHARED VOTING POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Lasky, a member of BCMC VIII may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 1,476,833 shares
		8	SHARED DISPOSITIVE POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Lasky, a member of BCMC VIII may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			23,362,865
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			25.1%
12	TYPE OF REPORTING PERSON			IN

*Represents an aggregate of 21,886,032 shares of Class B Common Stock held directly by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 21,886,032 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 8.8%.

 

 

1	NAME OF REPORTING PERSON                             Chetan Puttagunta
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 181,805 shares
		6	SHARED VOTING POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Puttagunta, a member of BCMC VIII, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 181,805 shares
		8	SHARED DISPOSITIVE POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Puttagunta, a member of BCMC VIII, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			22,067,837
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			24.1%
12	TYPE OF REPORTING PERSON			IN

*Represents an aggregate of 21,886,032 shares of Class B Common Stock held directly by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 21,886,032 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 8.3%.

 

 

1	NAME OF REPORTING PERSON                             Sarah E. Tavel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 950,611 shares
		6	SHARED VOTING POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Tavel, a member of BCMC VII, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 950,611 shares
		8	SHARED DISPOSITIVE POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Tavel, a member of BCMC VIII, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			22,836,643
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			24.7%
12	TYPE OF REPORTING PERSON			IN

*Represents an aggregate of 21,886,032 shares of Class B Common Stock held directly by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 21,886,032 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 8.6%.

 

 

1	NAME OF REPORTING PERSON                             Eric Vishria
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,445,792 shares
		6	SHARED VOTING POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Vishria, a member of BCMC VIII, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 1,445,792 shares
		8	SHARED DISPOSITIVE POWER 21,886,032 shares*, of which 15,856,839 are directly owned by BCP VIII, 2,523,150 are directly owned by BFF VIII and 3,506,043 are directly owned by BFF VIII -B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, and Vishria, a member of BCMC VIII, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			23,331,824
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			25.1%
12	TYPE OF REPORTING PERSON			IN

*Represents an aggregate of 21,886,032 shares of Class B Common Stock held directly by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 21,886,032 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 8.8%.

 

 

ITEM 1(A).	NAME OF ISSUER
	Confluent, Inc.
ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	899 W. Evelyn Avenue
	Mountain View, CA 94041
ITEM 2(A).	NAME OF PERSONS FILING
	This Statement is filed by BCP VIII, BFF VIII, BFF VIII -B, BCMC VIII, and Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
	BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII -B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VIII, BFF VIII and BFF VIII -B.
	Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria are members of BCMC VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VIII, BFF VIII and BFF VIII -B.
ITEM 2(B).	ADDRESS OF PRINCIPAL BUSINESS OFFICE
	The address for each reporting person is:
	Benchmark
	2965 Woodside Road
	Woodside, California 94062

 

ITEM 2(C).	CITIZENSHIP
	BCP VIII, BFF VIII and BFF VIII -B are Delaware limited partnerships. BCMC VIII is a Delaware limited liability company. Cohler, Fenton, Gurley, Hu, Lasky, Puttagunta, Tavel and Vishria are United States Citizens.

 

ITEM 2(D) and (E).	TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

	Class A Common Stock
	CUSIP # 20717M103
ITEM 3.	Not Applicable.
ITEM 4.	OWNERSHIP
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021 (based on 69,539,035 shares of Class A Common Stock and 194,935,375 shares of Class B Common Stock of the issuer outstanding as of October 28, 2021 as reported by the issuer on Form 10-Q for the period ended September 30, 2021 and filed with the Securities and Exchange Commission on November 4, 2021).

 

  

(a)

Amount beneficially owned: See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

 

(ii)

Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

 

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
	Under certain circumstances set forth in the limited partnership agreements of BCP VIII, BFF VIII and BFF VIII-B, and the limited liability company agreement of BCMC VIII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
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
	Not applicable.

  

 

SIGNATURES

 

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.

 

Date: February 14, 2022

 

	BENCHMARK CAPITAL PARTNERS VIII, L.P., a Delaware Limited Partnership
	BENCHMARK FOUNDERS’ FUND VIII, L.P., a Delaware Limited Partnership
	BENCHMARK FOUNDERS’ FUND VIII -B, L.P., a Delaware Limited Partnership
	BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C., a Delaware Limited Liability Company
	By:	/s/ An-Yen Hu
		An-Yen Hu
		Managing Member

 

 

 

	MATTHEW R. COHLER PETER FENTON J. WILLIAM GURLEY ROBERT C. KAGLE MITCHELL H. LASKY CHETAN PUTTAGUNTA SARAH E. TAVEL ERIC VISHRIA
	By:	/s/ An-Yen Hu
		An-Yen Hu
		Attorney-in-Fact*
	AN-YEN HU

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

  

 

EXHIBIT INDEX

 

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A:  Agreement of Joint Filing	20

  

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Confluent, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 14, 2022

 

	BENCHMARK CAPITAL PARTNERS VIII, L.P., a Delaware Limited Partnership
	BENCHMARK FOUNDERS’ FUND VIII, L.P., a Delaware Limited Partnership
	BENCHMARK FOUNDERS’ FUND VIII -B, L.P., a Delaware Limited Partnership
	BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C., a Delaware Limited Liability Company
	By:	/s/ An-Yen Hu
		An-Yen Hu
		Managing Member

 

 

 

	MATTHEW R. COHLER PETER FENTON J. WILLIAM GURLEY ROBERT C. KAGLE MITCHELL H. LASKY CHETAN PUTTAGUNTA SARAH E. TAVEL ERIC VISHRIA
	By:	/s/ An-Yen Hu
		An-Yen Hu
		Attorney-in-Fact*
	AN-YEN HU

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.