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
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BLOOM ENERGY CORPORATION
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
093712107
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*
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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 the
disclosures provided in a prior cover page.
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The information required in 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).
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CUSIP NO.
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093712107
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Schedule 13G
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1
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NAMES OF REPORTING PERSONS
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Alberta Investment Management Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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☐
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(b)
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☐
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Alberta, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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SOLE VOTING POWER
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-0-
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SHARED VOTING POWER
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468,548(1)
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SOLE DISPOSITIVE POWER
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-0-
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SHARED DISPOSITIVE POWER
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468,548(1)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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468,548(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.01%(2)
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TYPE OF REPORTING PERSON*
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IA
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2 of 10
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CUSIP NO.
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093712107
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Schedule 13G
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1
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NAMES OF REPORTING PERSONS
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1536053 Alberta Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Alberta, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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-0-
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SOLE DISPOSITIVE POWER
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-0-
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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-0-
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TYPE OF REPORTING PERSON*
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CO
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3 of 10
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CUSIP NO.
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093712107
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Schedule 13G
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1
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NAMES OF REPORTING PERSONS
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1536057 Alberta Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Alberta, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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SOLE VOTING POWER
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-0-
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SHARED VOTING POWER
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-0-
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SOLE DISPOSITIVE POWER
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-0-
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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-0-
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12
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TYPE OF REPORTING PERSON*
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CO
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4 of 10
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Item 1 (a)
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Name of Issuer:
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Bloom
Energy Corporation
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Item 1 (b)
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Address of Issuer's Principal Executive Offices:
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1299 Orleans Drive, Sunnyvale, CA 94089
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Item 2 (a)
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Name of Person Filing:
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Alberta Investment Management Corporation
1536053 Alberta Ltd.
1536057 Alberta Ltd. (collectively, the “Reporting Persons”)
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2020, a copy of which is filed with this Schedule 13G/A as Exhibit 1, pursuant to which the Reporting Persons have agreed to
file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
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(b)
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Address of Principal Business Office or, if none, Residence:
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For each Reporting Person:
Edmonton, Alberta T5J 3P4
Canada
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Citizenship:
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Each Reporting Person is organized under the laws of Alberta, Canada.
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(d)
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Title of Class of Securities:
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Class A common stock, par value $0.0001 per share (the “Class A common stock”) |
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(e)
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CUSIP No.:
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093712107
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
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Not Applicable
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5 of 10
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Item 4
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Ownership
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Item 4 (a)
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Amount Beneficially Owned: 468,548 Shares(1)
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Reflects (i) 0 shares of Class B common stock, par value $0.0001 per share (the “Class B common stock”), of the Issuer held by 1536053 Alberta Ltd., (ii) 0 shares of Class B common stock held by
1536057 Alberta Ltd., (iii) 220,499 shares of Class B common stock underlying Warrants held by PE12GVVC (US Direct) Ltd. and (iv) 248,049 shares of Class B common stock underlying Warrants held by PE12PXVC (US Direct) Ltd. (1536053 Alberta
Ltd., 1536057 Alberta Ltd., PE12GVVC (US Direct) Ltd. and PE12PXVC (US Direct) Ltd., collectively, the "AIMCo Funds"). Each of the AIMCo Funds is advised by Alberta Investment Management Corporation. As the investment manager of the AIMCo
Funds, Alberta Investment Management Corporation may be deemed to have voting and dispositive power over, and thus to be an indirect beneficial owner of, the securities held by the AIMCo Funds.
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Item 4 (b)
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Percent of class: 0.01%
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Based on 75,593,984 shares of Class A common stock outstanding as of November 4, 2019, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC. Assumes the conversion of the Class B common stock referred to in
footnote 1 into shares of Class A common stock.
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Item 4 (c)
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Number of Shares as to which the person has:
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(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 468,548
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 468,548
1536053 Alberta Ltd.
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
1536057 Alberta Ltd.
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
6 of 10
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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Pursuant to the Alberta Investment Management Corporation Act, SA 2007 c A-26.5, Alberta Investment Management Corporation provides investment management services for a diverse group of Alberta public sector clients, including
certain Alberta public sector pension plans, provincial endowment funds and government funds.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9
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Notice of Dissolution of Group:
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Not applicable.
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Item 10
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Certification:
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Not applicable.
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7 of 10
EXHIBIT INDEX
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Exhibit
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Description of Exhibit
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1
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Joint Filing Agreement dated February 14, 2020
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8 of 10
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2020
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ALBERTA INVESTMENT MANAGEMENT CORPORATION | |||
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By: | /s/ Rod Girard |
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Name: |
Rod
Girard
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Title: |
Chief Legal Officer
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By:
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/s/ David Tiley |
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Name:
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David Tiley |
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Title:
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Director | |
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1536057 ALBERTA LTD. |
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By:
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/s/ David Tiley |
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Name:
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David Tiley |
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Title:
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Director |
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9 of 10
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: February 14, 2020
| ALBERTA INVESTMENT MANAGEMENT CORPORATION | ||||
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By:
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/s/ Rod Girard
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Rod Girard
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| Title: |
Chief Legal Officer
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By: | /s/ David Tiley |
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Name: | David Tiley |
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Title: | Director | |
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1536057 ALBERTA LTD. |
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By:
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/s/ David Tiley |
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Nam e: | David Tiley |
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Title: | Director |
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10 of 10