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* Benchmark Capital Management Co. VIII, L.L.C. (Last) (First) (Middle) C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (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) Director X 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) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Class B Common Stock(2)	29,923,944	(1)	I	See footnote(3)(4)
Series B Preferred Stock	(1)	(1)	Class B Common Stock(2)	4,149,480	(1)	I	See footnote(3)(4)
Series C Preferred Stock	(1)	(1)	Class B Common Stock(2)	932,888	(1)	I	See footnote(3)(4)
Series D Preferred Stock	(1)	(1)	Class B Common Stock(2)	9,685	(1)	I	See footnote(3)(4)

1. Name and Address of Reporting Person* Benchmark Capital Management Co. VIII, L.L.C. (Last) (First) (Middle) C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* Benchmark Capital Partners VIII, L.P. (Last) (First) (Middle) C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* Benchmark Founders' Fund VIII, L.P. (Last) (First) (Middle) C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* Benchmark Founders' Fund VIII-B, L.P. (Last) (First) (Middle) C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D 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. Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII"), Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities.

4. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.

Remarks:

This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members.

	/s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C.	06/23/2021
	/s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Capital Partners VIII, L.P.	06/23/2021
	/s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII, L.P.	06/23/2021
	/s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII-B, L.P.	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).
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BENCHMARK

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each entity listed on Schedule A attached
hereto (each a "Granting Entity," and collectively the "Granting Entities") and
each person listed on Schedule B attached hereto (each, a "Granting Equity
Holder" and collectively, the "Granting Equity Holders"), hereby constitutes and
appoints AN-YEN E. HU its true and lawful attorney-in-fact (the
"Attorney-in-Fact") to act for and on behalf of such person in its own capacity
and in its capacity as a manager, member, general partner or similar control
person ("Control Person") of any other Granting Entity to:

a.	 execute contracts, agreements, instruments, certificates and documents that
arise in the ordinary course of business on behalf of such person in its own
capacity and in its capacity as a Control Person in accordance with and subject
to the provisions of the relevant governing documents of such person and
applicable law, including, but not limited to, stock powers, stock purchase
agreements, voting agreements, co-sale agreements, investor rights agreements,
management rights agreements, proxies, ballots, indemnification agreements,
waivers, stockholder written consents or amendments or modifications to any of
the foregoing, and documents related to opening and maintaining bank and
brokerage accounts;

b.	execute, individually or jointly with any other reporting persons, any and
all reports, notices, communications and other documents (including, but not
limited to, reports or filings on Form ADV, Form D, Schedule 13D, Schedule 13G,
Form 13-F, Form 13H, Form 3, Form 4, Form 5 and any applicable  registration
statements) that such Granting Entity or Granting Equity Holder may be required
to file with any foreign or domestic regulatory authority, including, but not
limited to, the United States Securities and Exchange Commission pursuant to the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and
with the implementing rules and regulations thereto (collectively, the
"Reports") with respect to such person's (i) status as an officer, member or
director of, or (ii) ownership of, or transactions in, securities of, any entity
whose securities are beneficially owned (directly or indirectly) by such person;

c.	do and perform any and all acts for and on behalf of such Granting Entity or
Granting Equity Holder that may be necessary or desirable to complete and
execute any such Reports and timely file such forms, reports, notices and
schedules with the United States Securities and Exchange Commission and any
stock exchange or other domestic or foreign authority; and

d.	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, such Granting Entity or Granting
Equity Holder, it being understood that the documents executed by such
attorney-in-fact on behalf of such person, 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 his discretion.

	Each Granting Entity and Granting Equity Holder hereby grants to such
attorney-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary, and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as such person might or could do if personally present, with full power
of revocation, hereby ratifying and confirming all that such attorney-in-fact,
or his 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.  Each
Granting Entity and Granting Equity Holder acknowledges that no such attorney
in-fact, in serving in such capacity at the request of such person, is hereby
assuming, nor is any other Granting Entity or Granting Equity Holder hereby
assuming, any of such person's responsibilities to comply with Section 16 or
Section 13 of the Securities Exchange Act of 1934 or otherwise.

	One or more additional Granting Entities or Granting Equity Holders may become
a party to this Power of Attorney after the date hereof without the consent of
any of the other parties hereto by executing a counterpart to this Power of
Attorney.  Schedule A and Schedule B shall be amended from time to time by the
attorney-in-fact to reflect the addition or removal of any Granting Entity or
Granting Equity Holder.

	This Power of Attorney shall remain in full force and effect with respect to a
Granting Entity or a Granting Equity Holder until the delivery by such Granting
Entity or Granting Equity Holder to the Attorney-in-Fact at his last known
business address of a written revocation, in whole or in part, of this Power of
Attorney.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of July 13, 2020.

GRANTING ENTITIES


	BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C.

	By: 	/s/ Steven M. Spurlock
	Name: Steven M. Spurlock
	Title: Managing Member

BENCHMARK CAPITAL PARTNERS VIII, L.P.
	By: Benchmark Capital Management Co. VIII, L.L.C.,
its general partner

	By: 	/s/ Steven M. Spurlock
	Name: Steven M. Spurlock
	Title: Managing Member

	BENCHMARK FOUNDERS' FUND VIII, L.P.
	By: Benchmark Capital Management Co. VIII, L.L.C.,
its general partner

	By: 	/s/ Steven M. Spurlock
	Name: Steven M. Spurlock
	Title: Managing Member

BENCHMARK FOUNDERS' FUND VIII-B, L.P.
	By: Benchmark Capital Management Co. VIII, L.L.C.,
its general partner

	By: 	/s/ Steven M. Spurlock
	Name: Steven M. Spurlock
	Title: Managing Member




GRANTING EQUITY HOLDERS


		By: 	/s/ Matthew R. Cohler
	Matthew R. Cohler
By: 	/s/ Peter H. Fenton
	Peter H. Fenton
By: 	/s/ J. William Gurley
	J. William Gurley
By: 	/s/ Mitchell H. Lasky
	Mitchell H. Lasky
By: 	/s/ Chetan Puttagunta
	Chetan Puttagunta
By: 	/s/ Steven M. Spurlock
	Steven M. Spurlock
By: 	/s/ Sarah E. Tavel
	Sarah E. Tavel
By: 	/s/ Eric H. Vishria
	Eric H. Vishria


SCHEDULE A

GRANTING ENTITIES

BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C.

BENCHMARK CAPITAL PARTNERS VIII, L.P.

BENCHMARK FOUNDERS' FUND VIII, L.P.

BENCHMARK FOUNDERS' FUND VIII-B, L.P.


SCHEDULE B

GRANTING EQUITY HOLDERS

Matthew R. Cohler
Peter H. Fenton
J. William Gurley
Mitchell H. Lasky
Chetan Puttagunta
Steven M. Spurlock
Sarah E. Tavel
Eric H. Vishria