SEC Filing | Confluent, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Volpi Michelangelo

(Last)

(First)

(Middle)

C/O CONFLUENT, INC.

899 W. EVELYN AVENUE

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2021

3. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	19,892,208	⁽¹⁾	I	See footnote⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	2,690,028	⁽¹⁾	I	See footnote⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	492,912	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	66,656	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	5,226,698	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	985,055	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	310,428	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	41,980	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	90,391	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	17,035	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁷⁾

Explanation of Responses:

1. Each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and has no expiration date.

2. Each share of Class B Common Stock held by the Reporting Person 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 will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

3. The shares are held by Index Ventures VII (Jersey), L.P. ("Index VII"). Index Venture Associates VII Limited ("IVA VII") is the managing general partner of Index VII and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.

4. The Reporting Person is a partner with the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures VII (Jersey), L.P., Index Ventures Growth IV (Jersey), L.P. and Yucca (Jersey) SLP (collectively, the "Index Funds"). The Reporting Person is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

5. The shares are held by Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. ("Index VII Parallel"). IVA VII is the managing general partner of Index VI Parallel and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.

6. The shares are held by Index Ventures Growth IV (Jersey), L.P. ("Index Growth III"). Index Venture Growth Associates IV Limited ("IVGA IV") is the managing general partner of Index Growth III and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.

7. The shares are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth IV, Index VII and Index VII Parallel). Each of IVGA IV and IVA VII disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

Remarks:

	/s/ Michelangelo Volpi	06/23/2021
	** 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 5 (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.

POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby constitutes and
appoints Melanie Vinson, Christina Liu, Brianna Murray and Stacy Taylor of
Confluent, Inc. and Jon Avina, Milson Yu and Michael Suyat of Cooley LLP, or any
of them signing singly, with full power of substitution, the undersigned's true
and lawful attorney in fact to:
(1)	prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID
Application to obtain EDGAR Access Codes and any other forms necessary to
generate EDGAR codes on the undersigned's behalf enabling the undersigned to
make electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2)	execute for and on behalf of the undersigned, in the undersigned's capacity
as a director, officer and/or a 10% stockholder of Confluent, Inc. (the
"Company"), Forms 3, 4, and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(3)		do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.
	The undersigned hereby grants to such attorney in fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney in fact, or such attorney in
fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
	This Power of Attorney shall remain in full force and effect until the earliest
to occur of (i) the undersigned is no longer required to file Forms 3, 4, and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (ii) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys in fact, or (iii) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed
by the Company or employed by or a partner at Cooley LLP, as applicable.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of June, 2021.

/s/ Michelangelo Volpi