Confluent, Inc. — Director's Dealing 2021

Jun 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Confluent, Inc. (CFLT)
CIK: 0001699838
Period of Report: 2021-06-28

Reporting Person: SC US (TTGP), LTD. (10% Owner)
Reporting Person: SC U.S. Growth VII Management, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. (10% Owner)
Reporting Person: SC U.S. Growth VIII Management, L.P. (10% Owner)
Reporting Person: Sequoia Capital U.S. Growth Fund VIII, L.P. (10% Owner)
Reporting Person: Sequoia Grove Manager, LLC (10% Owner)
Reporting Person: Sequoia Grove II, LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-28	Series C Preferred Stock	$	C	9812081	Disposed		Class B Common Stock (9812081)	Indirect
2021-06-28	Series C Preferred Stock	$	C	911988	Disposed		Class B Common Stock (911988)	Indirect
2021-06-28	Series D Preferred Stock	$	C	671319	Disposed		Class B Common Stock (671319)	Indirect
2021-06-28	Series D Preferred Stock	$	C	9685	Disposed		Class B Common Stock (9685)	Indirect
2021-06-28	Series D Preferred Stock	$	C	3540188	Disposed		Class B Common Stock (3540188)	Indirect
2021-06-28	Series E Preferred Stock	$	C	358517	Disposed		Class B Common Stock (358517)	Indirect
2021-06-28	Series E Preferred Stock	$	C	114049	Disposed		Class B Common Stock (114049)	Indirect
2021-06-28	Series C Preferred Stock	$	C	1050534	Disposed		Class B Common Stock (1050534)	Indirect
2021-06-28	Series D Preferred Stock	$	C	397458	Disposed		Class B Common Stock (397458)	Indirect
2021-06-28	Series E Preferred Stock	$	C	48874	Disposed		Class B Common Stock (48874)	Indirect
2021-06-28	Class B Common Stock	$	C	10841917	Acquired		Class A Common Stock (10841917)	Indirect
2021-06-28	Class B Common Stock	$	C	921673	Acquired		Class A Common Stock (921673)	Indirect
2021-06-28	Class B Common Stock	$	C	3654237	Acquired		Class A Common Stock (3654237)	Indirect
2021-06-28	Class B Common Stock	$	C	1496866	Acquired		Class A Common Stock (1496866)	Indirect

Footnotes

F1: Each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted 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.

F2: After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.

F3: 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, and does not have an expiration date. 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.

F4: SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds); and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. (GFVIII). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the GFVII Funds and GFVIII.

F5: (Continued from Footnote 4) Each of SC US (TTGP), Ltd., SC U.S. Growth VII Management, L.P. and SC U.S. Growth VIII Management, L.P. disclaims beneficial ownership of the shares held by GFVII Funds, and GFVIII, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F6: Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Sequoia Grove Manager, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.