Director Volpi Michelangelo converted options into 2,236,380 shares, sold $12,620,562 worth of shares (477,952 units at $26.41) and disposed of 2,192,429 shares (SEC Form 4)
$CFLT
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/05/2024 | C(1) | 1,694,028 | A | $0(1) | 1,694,028 | I | By Index Ventures VII (Jersey) L.P.(2) | ||
| Class A Common Stock | 11/05/2024 | C(3) | 41,976 | A | $0(3) | 41,976 | I | By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4) | ||
| Class A Common Stock | 11/05/2024 | C(5) | 465,882 | A | $0(5) | 465,882 | I | By Index Ventures Growth IV (Jersey) L.P.(6) | ||
| Class A Common Stock | 11/05/2024 | C(7) | 34,494 | A | $0(7) | 34,494 | I | By Yucca (Jersey) SLP(8) | ||
| Class A Common Stock | 11/05/2024 | S | 465,882 | D | $26.4055(9) | 0 | I | By Index Ventures Growth IV (Jersey) L.P.(6) | ||
| Class A Common Stock | 11/05/2024 | S | 12,070 | D | $26.4055(9) | 22,424 | I | By Yucca (Jersey) SLP(8) | ||
| Class A Common Stock | 11/06/2024 | J(1) | 1,694,028 | D | $0(1) | 0 | I | By Index Ventures VII (Jersey) L.P.(2) | ||
| Class A Common Stock | 11/06/2024 | J(3) | 41,976 | D | $0(3) | 0 | I | By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4) | ||
| Class A Common Stock | 11/06/2024 | J(1)(3) | 434,001 | D | $0(1)(3) | 0 | I | By Index Venture Associates VII Limited(10) | ||
| Class A Common Stock | 11/06/2024 | J(7) | 22,424 | D | $0(7) | 0 | I | By Yucca (Jersey) SLP(8) | ||
| Class A Common Stock | 317,079(11) | D | ||||||||
| Class A Common Stock | 198,473(11) | I | By Trust(12) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (13) | 11/05/2024 | C(1) | 1,694,028 | (13) | (13) | Class A Common Stock | 1,694,028 | $0 | 0 | I | By Index Ventures VII (Jersey) L.P.(2) | |||
| Class B Common Stock | (13) | 11/05/2024 | C(3) | 41,976 | (13) | (13) | Class A Common Stock | 41,976 | $0 | 0 | I | By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4) | |||
| Class B Common Stock | (13) | 11/05/2024 | C(5) | 465,882 | (13) | (13) | Class A Common Stock | 465,882 | $0 | 0 | I | By Index Ventures Growth IV (Jersey) L.P.(6) | |||
| Class B Common Stock | (13) | 11/05/2024 | C(7) | 34,494 | (13) | (13) | Class A Common Stock | 34,494 | $0 | 0 | I | By Yucca (Jersey) SLP(8) | |||
| Explanation of Responses: |
| 1. On November 5, 2024, Index Ventures VII (Jersey) L.P. ("Index VII") converted in the aggregate 1,694,028 shares of the Issuer's Class B Common Stock into 1,694,028 shares of the Issuer's Class A Common Stock. Subsequently, on November 6, 2024, Index VII distributed in-kind, without consideration, 1,694,028 shares of Class A Common Stock pro-rata to its limited partners and its general partner, Index Venture Associates VII Limited ("IVA VII") in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On the same date, IVA VII distributed in-kind, without consideration, 423,507 shares of Class A Common Stock received in the Index VII distribution pro-rata to its partners, in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. |
| 2. The shares are held by Index VII. IVA VII is the general partner of Index VII. The reporting person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index VII, Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. ("Index VII Parallel") and Index Ventures Growth IV (Jersey) L.P. ("Index Growth IV"). The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose. |
| 3. On November 5, 2024, Index VII Parallel converted in the aggregate 41,976 shares of the Issuer's Class B Common Stock into 41,976 shares of the Issuer's Class A Common Stock. Subsequently, on November 6, 2024, Index VII Parallel distributed in-kind, without consideration, 41,976 shares of Class A Common Stock pro-rata to its limited partners and its general partner, IVA VII in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. On the same date, IVA VII distributed in-kind, without consideration, 10,494 shares of Class A Common Stock received in the Index VII distribution pro-rata to its partners, in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. |
| 4. The shares are held by Index VII Parallel. IVA VII is the general partner of Index VII Parallel. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose. |
| 5. On November 5, 2024, Index Growth IV converted in the aggregate 465,882 shares of the Issuer's Class B Common Stock into 465,882 shares of the Issuer's Class A Common Stock. |
| 6. The shares are held by Index Growth IV. Index Venture Growth Associates IV Limited ("IVGA IV") is the general partner of Index Growth IV. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose. |
| 7. On November 5, 2024, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 34,494 shares of the Issuer's Class B Common Stock into 34,494 shares of the Issuer's Class A Common Stock. Subsequently, on November 6, 2024, Yucca distributed in-kind, without consideration, 22,424 shares of Class A Common Stock pro-rata to its partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. |
| 8. The shares are held of record by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Index funds' investment in the Issuer. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose. |
| 9. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.04 - $26.73. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. The shares are held of record by IVA VII. |
| 11. Includes shares of Class A Common Stock received in the distributions described herein made in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. |
| 12. The shares are held by the Volpi-Cupal Family Trust, of which the reporting person serves as trustee. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose. |
| 13. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is also convertible at any time at the option of the holder into one share of Class A Common Stock. |
| /s/ Michelangelo Volpi | 11/07/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||