Sec Form 13G Filing - Benchmark Capital Partners VIII L.P. filing for Confluent Inc. (CFLT) - 2023-02-14

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.
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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. 1)*

 

 

Confluent, Inc.

(Name of Issuer)

 

 

Class A Common Stock

(Title of Class of Securities)

 

20717M103

(CUSIP Number)

 

 

December 31, 2022

(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)

 

xRule 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

 

 

 

 

CUSIP NO. 20717M10313 GPage 2 of 18

 

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
10,259,605 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

10,259,605 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

 

10,259,605

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.3%

12

TYPE OF REPORTING PERSON

PN

         

*Represents 10,259,605 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 10,259,605 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 3.6%.

 

 

CUSIP NO. 20717M10313 GPage 3 of 18

 

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
1,632,626 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

1,632,626 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

 

1,632,626

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.1%

12

TYPE OF REPORTING PERSON

PN

         

*Represents 1,632,626 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 1,632,626 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 0.6%.

 

 

CUSIP NO. 20717M10313 GPage 4 of 18

 

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
2,268,615 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

2,268,615 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

 

2,268,615

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.5%

12

TYPE OF REPORTING PERSON

PN

         

*Represents 2,268,615 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 2,268,615 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 0.8%.

 

 

CUSIP NO. 20717M10313 GPage 5 of 18

 

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
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

 

14,248,795

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.5%

12

TYPE OF REPORTING PERSON

OO

         

*Represents an aggregate of 14,248,795 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 14,248,795 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 5.0%.

 

 

CUSIP NO. 20717M10313 GPage 6 of 18

 

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
1,690,388 shares
6 SHARED VOTING POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

1,690,388 shares

8 SHARED DISPOSITIVE POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

 

15,939,183

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.5%
12

TYPE OF REPORTING PERSON

IN

         

*Represents an aggregate of 14,248,795 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 14,248,795 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 5.6%.

 

 

CUSIP NO. 20717M10313 GPage 7 of 18

 

1 NAME OF REPORTING PERSON                             Peter Fenton
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      ¨   0;   (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
1,023,779 shares
6 SHARED VOTING POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

1,023,779 shares

8 SHARED DISPOSITIVE POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

 

15,272,574
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.1%

12

TYPE OF REPORTING PERSON

IN

         

*Represents an aggregate of 14,248,795 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 14,248,795 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 5.3%.

 

 

CUSIP NO. 20717M10313 GPage 8 of 18

 

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
1,411,999 shares
6 SHARED VOTING POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

1,411,999 shares

8 SHARED DISPOSITIVE POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

 

15,660,794
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.3%

12

TYPE OF REPORTING PERSON

IN

         

*Represents an aggregate of 14,248,795 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 14,248,795 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 5.5%.

 

 

CUSIP NO. 20717M10313 GPage 9 of 18

 

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
12,036 shares
6 SHARED VOTING POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

12,036 shares

8 SHARED DISPOSITIVE POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

 

14,260,831
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.5%

12

TYPE OF REPORTING PERSON

IN

         

*Represents an aggregate of 14,248,795 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 14,248,795 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 5.0%.

 

 

CUSIP NO. 20717M10313 GPage 10 of 18

 

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
1,342,625 shares
6 SHARED VOTING POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

1,342,625 shares

8 SHARED DISPOSITIVE POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

 

15,591,420

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.3%

12

TYPE OF REPORTING PERSON

IN

         

*Represents an aggregate of 14,248,795 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 14,248,795 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 5.4%.

 

 

CUSIP NO. 20717M10313 GPage 11 of 18

 

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
118,845 shares
6 SHARED VOTING POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

118,845 shares

8 SHARED DISPOSITIVE POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

 

14,367,640

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.6%

12

TYPE OF REPORTING PERSON

IN

         

*Represents an aggregate of 14,248,795 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 14,248,795 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 5.0%.

 

 

CUSIP NO. 20717M10313 GPage 12 of 18

 

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
958,973 shares
6 SHARED VOTING POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

958,973 shares

8 SHARED DISPOSITIVE POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

 

15,207,768

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.1%

12

TYPE OF REPORTING PERSON

IN

         

*Represents an aggregate of 14,248,795 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 14,248,795 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 5.3%.

 

 

CUSIP NO. 20717M10313 GPage 13 of 18

 

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
1,499,502 shares
6 SHARED VOTING POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

1,499,502 shares

8 SHARED DISPOSITIVE POWER
14,248,795 shares*, of which 10,259,605 are directly owned by BCP VIII, 1,632,626 are directly owned by BFF VIII, 2,268,615 are directly owned by BFF VIII –B and 87,949 are held by BCMC VIII. 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

 

15,748,297

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.4%

12

TYPE OF REPORTING PERSON

IN

         

*Represents an aggregate of 14,248,795 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 14,248,795 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 5.5%.

 

 

CUSIP NO. 20717M10313 GPage 14 of 18

 

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, 2022 (based on 153,731,055 shares of Class A Common Stock and 132,670,707 shares of Class B Common Stock of the issuer outstanding as of October 26, 2022 as reported by the issuer on Form 10-Q for the period ended September 30, 2022 and filed with the Securities and Exchange Commission on November 2, 2022).

 

 

CUSIP NO. 20717M10313 GPage 15 of 18

  

(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.

  

 

CUSIP NO. 20717M10313 GPage 16 of 18

 

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, 2023

 

  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
   
  /s/ An-Yen Hu 

 

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

  

 

CUSIP NO. 20717M10313 GPage 17 of 18

 

EXHIBIT INDEX

 

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

  

 

CUSIP NO. 20717M10313 GPage 18 of 18

 

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. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.