Confluent, Inc. — Director's Dealing 2021

Jun 24, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Confluent, Inc. (CFLT)
CIK: 0001699838
Period of Report: 2021-06-23

Reporting Person: MILLER MATTHEW CRAIG (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$		Class B Common Stock (9812081)		Indirect
Series C Preferred Stock	$		Class B Common Stock (911988)		Indirect
Series D Preferred Stock	$		Class B Common Stock (671319)		Indirect
Series D Preferred Stock	$		Class B Common Stock (9685)		Indirect
Series D Preferred Stock	$		Class B Common Stock (3540188)		Indirect
Series E Preferred Stock	$		Class B Common Stock (358517)		Indirect
Series E Preferred Stock	$		Class B Common Stock (114049)		Indirect
Series C Preferred Stock	$		Class B Common Stock (1050534)		Indirect
Series D Preferred Stock	$		Class B Common Stock (397458)		Indirect
Series E Preferred Stock	$		Class B Common Stock (48874)		Indirect
Series C Preferred Stock	$		Class B Common Stock (120231)		Indirect
Series D Preferred Stock	$		Class B Common Stock (99175)		Indirect
Series E Preferred Stock	$		Class B Common Stock (7323)		Indirect

Footnotes

F1: Each share of 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.

F2: Following the closing of the IPO, each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. 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: The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. 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. (the GFVIII Fund).

F5: (Continued from Footnote 4) The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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: The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.