SEC Form SC 13G/A filed by Confluent Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Confluent, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
20717M103
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ý | 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 the disclosures provided in a prior cover page.
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).
| CUSIP No. 20717M103 |
| 1. |
Names of Reporting Persons Edward Jay Kreps | |||
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|||
| (a) ¨ | ||||
| (b) ¨ | ||||
| 3. | SEC USE ONLY | |||
| 4. |
Citizenship or Place of Organization
United States | |||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
23,535,805 shares (See Item 4 herein) | ||
| 6. |
Shared Voting Power
2,149,984 shares (See Item 4 herein) | |||
| 7. |
Sole Dispositive Power
22,324,837 shares (see Item 4 herein) | |||
| 8. |
Shared Dispositive Power
2,149,984 shares (See Item 4 herein) | |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
25,685,789 shares (See Item 4 herein) | |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|||
| 11. |
Percent of Class Represented by Amount in Row 9
8.2% of Common Stock (10.5% of Class A Common Stock)(See Item 4 herein) | |||
| 12. |
Type of Reporting Person (see instructions)
IN | |||
| CUSIP No. 20717M103 |
| 1. |
Names of Reporting Persons Edward J. Kreps and Jamaica H. Kreps 2018 Revocable Trust | |||
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|||
| (a) ¨ | ||||
| (b) ¨ | ||||
| 3. | SEC USE ONLY | |||
| 4. |
Citizenship or Place of Organization
California | |||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 (see Item 4 herein) | ||
| 6. |
Shared Voting Power
149,984 shares (See Item 4 herein) | |||
| 7. |
Sole Dispositive Power
0 (see Item 4 herein) | |||
| 8. |
Shared Dispositive Power
149,984 shares (See Item 4 herein) | |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
149,984 shares (See Item 4 herein) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|||
| 11. |
Percent of Class Represented by Amount in Row 9
0.0% of Common Stock (0.1% of Class A Common Stock)(See Item 4 herein) | |||
| 12. |
Type of Reporting Person (see instructions)
OO | |||
| CUSIP No. 20717M103 |
| 1. |
Names of Reporting Persons GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 09/26/2019 | |||
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|||
| (a) ¨ | ||||
| (b) ¨ | ||||
| 3. | SEC USE ONLY | |||
| 4. |
Citizenship or Place of Organization
California | |||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 (See Item 4 herein) | ||
| 6. |
Shared Voting Power
1,000,000 shares (See Item 4 herein) | |||
| 7. |
Sole Dispositive Power
0 (See Item 4 herein) | |||
| 8. |
Shared Dispositive Power
1,000,000 shares (See Item 4 herein) | |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 shares (See Item 4 herein) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|||
| 11. |
Percent of Class Represented by Amount in Row 9
0.3% of Common Stock (0.5% of Class A Common Stock)(See Item 4 herein) | |||
| 12. |
Type of Reporting Person (see instructions)
OO | |||
| CUSIP No. 20717M103 |
| 1. |
Names of Reporting Persons GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 09/26/2019 | |||
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|||
| (a) ¨ | ||||
| (b) ¨ | ||||
| 3. | SEC USE ONLY | |||
| 4. |
Citizenship or Place of Organization
California | |||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 (See Item 4 herein) | ||
| 6. |
Shared Voting Power
1,000,000 shares (See Item 4 herein) | |||
| 7. |
Sole Dispositive Power
0 (See Item 4 herein) | |||
| 8. |
Shared Dispositive Power
1,000,000 shares (See Item 4 herein) | |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 shares (See Item 4 herein) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|||
| 11. |
Percent of Class Represented by Amount in Row 9
0.3% of Common Stock (0.5% of Class A Common Stock)(See Item 4 herein) | |||
| 12. |
Type of Reporting Person (see instructions)
OO | |||
| Item 1 | ||
| (a) | Name of Issuer | |
| Confluent, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 899 W. Evelyn Avenue, Mountain View, CA 94041 | ||
| Item 2 | ||
| (a) | Name of Person Filing: | |
| Edward Jay Kreps | ||
| Edward J. Kreps and Jamaica H. Kreps 2018 Revocable Trust (“Revocable Trust”) | ||
| GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 09/26/2019 (“Irrevocable Trust I”) | ||
| GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 09/26/2019 (“Irrevocable Trust II”) | ||
| (b) |
|
Address of Principal Business Office or, if none, Residence:
c/o Confluent, Inc. 899 W. Evelyn Avenue Mountain View, CA 94041
|
| (c) | Citizenship: | ||
| Edward Jay Kreps | United States | ||
| Revocable Trust | California | ||
| Irrevocable Trust I | California | ||
| Irrevocable Trust II | California |
| (d) | Title of Class of Securities: | |
| Class A Common Stock | ||
| (e) | CUSIP Number | |
| 20717M103 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____ | |||
| 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.
| (a) | Amount Beneficially Owned: | |
| Includes 17,737,500 shares of Class B Common Stock held by Edward Jay Kreps, 149,984 shares of Class B Common Stock held by the Revocable Trust, 1,000,000 shares of Class B Common Stock held by the Irrevocable Trust I, 1,000,000 shares of Class B Common Stock held by the Irrevocable Trust II and 5,798,305 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2023. The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. | ||
| (b) | Percent of Class: | |
| Based on (i) 219,351,480 shares of the Issuer’s Class A Common Stock issued and outstanding and (ii) 88,523,598 shares of the Issuer’s Class B Common Stock (together with the Class A Common Stock, the “Common Stock”) issued and outstanding, in each case, as of October 25, 2023, and the information set forth in (a) above, Edward Jay Kreps beneficially owned 8.2% of the Issuer’s outstanding Common Stock, representing 22.1% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 10.5% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by Mr. Kreps as converted for purposes of computing this percentage), the Revocable Trust beneficially owned 0.0% of the Issuer’s outstanding Common Stock, representing 0.1% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.1% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Revocable Trust as converted for purposes of computing this percentage), the Irrevocable Trust I beneficially owned 0.3% of the Issuer’s outstanding Common Stock, representing 0.9% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.5% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Irrevocable Trust I as converted for purposes of computing this percentage), and the Irrevocable Trust II beneficially owned 0.3% of the Issuer’s outstanding Common Stock, representing 0.9% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.5% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Irrevocable Trust II as converted for purposes of computing this percentage). |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
| Edward Jay Kreps | 23,535,805 | (1) | ||
| Revocable Trust | 0 | |||
| Irrevocable Trust I | 0 | |||
| Irrevocable Trust II | 0 |
| (ii) | Shared power to vote or to direct the vote: |
| Edward Jay Kreps | 2,149,984 | |||
| Revocable Trust | 149,984 | |||
| Irrevocable Trust I | 1,000,000 | |||
| Irrevocable Trust II | 1,000,000 |
| (iii) | Sole power to dispose or to direct the disposition of: |
| Edward Jay Kreps | 22,324,837 | (2) | ||
| Revocable Trust | 0 | |||
| Irrevocable Trust I | 0 | |||
| Irrevocable Trust II | 0 |
| (iv) | Shared power to dispose or to direct the disposition of: |
| Edward Jay Kreps | 2,149,984 | |||
| Revocable Trust | 149,984 | |||
| Irrevocable Trust I | 1,000,000 | |||
| Irrevocable Trust II | 1,000,000 |
| (1) | Includes 17,737,500 shares of Class B Common Stock and 5,798,305 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2023. | |
| (2) | Includes 17,737,500 shares of Class B Common Stock and 4,587,337 shares of Class B Common Stock issuable pursuant to stock options that are vested within 60 days of December 31, 2023 (but excludes 1,210,968 shares of Class B Common Stock issuable pursuant to stock options that, although exercisable, are not vested within 60 days of December 31, 2023). |
| Item 5. | Ownership of 5 Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨. |
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
| Not applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
| Not applicable. |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. |
| Item 9. | Notice of Dissolution of a Group |
| Not applicable. |
| Item 10. | Certification |
| Not applicable. |
SIGNATURE
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.
Dated: February 14, 2024
| /s/ Edward Jay Kreps | |
| Edward Jay Kreps | |
| Edward J. Kreps and Jamaica H. Kreps 2018 Revocable Trust | |
| /s/ Edward Jay Kreps | |
| By: Edward Jay Kreps, Trustee | |
| /s/ Jamaica Hutchins Kreps | |
| By: Jamaica Hutchins Kreps, Trustee | |
| GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 09/26/2019 | |
| /s/ Edward Jay Kreps | |
| By: Edward Jay Kreps, Trustee | |
| /s/ Jamaica Hutchins Kreps | |
| By: Jamaica Hutchins Kreps, Trustee | |
| GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 09/26/2019 | |
| /s/ Edward Jay Kreps | |
| By: Edward Jay Kreps, Trustee | |
| /s/ Jamaica Hutchins Kreps | |
| By: Jamaica Hutchins Kreps, Trustee |
EXHIBITS
A: Joint Filing Agreement
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Confluent, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14th day of February 2024.
| /s/ Edward Jay Kreps | |
| Edward Jay Kreps | |
| Edward J. Kreps and Jamaica H. Kreps 2018 Revocable Trust | |
| /s/ Edward Jay Kreps | |
| By: Edward Jay Kreps, Trustee | |
| /s/ Jamaica Hutchins Kreps | |
| By: Jamaica Hutchins Kreps, Trustee | |
| GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 09/26/2019 | |
| /s/ Edward Jay Kreps | |
| By: Edward Jay Kreps, Trustee | |
| /s/ Jamaica Hutchins Kreps | |
| By: Jamaica Hutchins Kreps, Trustee | |
| GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 09/26/2019 |
| /s/ Edward Jay Kreps | |
| By: Edward Jay Kreps, Trustee | |
| /s/ Jamaica Hutchins Kreps | |
| By: Jamaica Hutchins Kreps, Trustee |