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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/04/2022 |
3. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Class A Common Stock | 4,930,000 | I | See Footnote(1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Class B Common Stock | (4) | (4) | Class A Common Stock | 8,395,374 | 0 | I | See Footnote(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. A portion of these Class A Common Stock shares are directly owned by Altimeter Partners Fund, L.P. ("APF") and Altimeter Crossover Fund, L.P. ("ACF") in the amounts of 4,850,000 and 80,000. A portion of these Class B Common Stock shares are directly owned by Altimeter Growth Partners Fund IV, L.P. ("AGPF IV") and Altimeter Growth Cascade Fund, L.P. ("AGCF") (collectively, the "Altimeter Entities") in the amounts of 1,679,075 and 6,716,299. |
2. Altimeter General Partner, LLC is the general partner of APF, Altimeter Crossover General Partner LLC is the general partner of ACF, Altimeter Growth Partners General Partner IV LLC is the general partner of AGPF IV, and Altimeter Growth Cascade General Partner LLC is the general partner of AGCF (collectively, the "Altimeter Fund GPs"). Each of the Altimeter Fund GPs have delegated share voting and investment power to Altimeter Capital Management, LP (the "Investment Manager"). The sole general partner of the Investment Manager is Altimeter Capital General Partner, LLC (the "General Partner"), and Bradley Gerstner is the sole managing principal of the Investment Manager, and the General Partner and may be deemed to share voting and investment power over these shares. |
3. Because of the relationship between the Investment Manager, the General Partner, and Bradley Gerstner, and the Altimeter Entities and the Altimeter Fund GPs, each of the Investment Manager, the General Partner, and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in the Altimeter Entities and the Altimeter Fund GPs. Each of the Investment Manager, the General Partner, and Bradley Gerstner disclaims any beneficial ownership of the securities held by the Altimeter Entities except to the extent of any pecuniary interest therein. |
4. 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. |
/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner | 03/09/2022 | |
/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital Management, LP | 03/09/2022 | |
/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital General Partner, LLC | 03/09/2022 | |
** 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. |