Confluent, Inc. — Director's Dealing 2022

Aug 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Confluent, Inc. (CFLT)
CIK: 0001699838
Period of Report: 2022-08-08

Reporting Person: Hu An-Yen (10% Owner)
Reporting Person: Cohler Matt (10% Owner)
Reporting Person: FENTON PETER H (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: LASKY MITCHELL (10% Owner)
Reporting Person: Puttagunta Chetan (10% Owner)
Reporting Person: Tavel Sarah E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-08	Class A Common Stock	C	3862593	$0.00	Acquired	3862593	Indirect
2022-08-08	Class A Common Stock	J	3862593	$0.00	Disposed	0	Indirect
2022-08-08	Class A Common Stock	J	90484	$0.00	Acquired	1599904	Indirect
2022-08-08	Class A Common Stock	J	36342	$0.00	Acquired	1179019	Indirect
2022-08-09	Class A Common Stock	S	8463	$30.6769	Disposed	1170556	Indirect
2022-08-09	Class A Common Stock	S	2100	$31.5452	Disposed	1168456	Indirect
2022-08-08	Class A Common Stock	J	10347	$0.00	Acquired	20694	Indirect
2022-08-08	Class A Common Stock	J	47549	$0.00	Acquired	1514035	Indirect
2022-08-08	Class A Common Stock	J	20694	$0.00	Acquired	20694	Indirect
2022-08-08	Class A Common Stock	J	37201	$0.00	Acquired	1374798	Indirect
2022-08-08	Class A Common Stock	J	4441	$0.00	Acquired	955052	Indirect
2022-08-09	Class A Common Stock	S	9131	$30.6769	Disposed	945921	Indirect
2022-08-09	Class A Common Stock	S	2265	$31.5452	Disposed	943656	Indirect
2022-08-08	Class A Common Stock	J	42	$0.00	Acquired	11994	Indirect
2022-08-08	Class A Common Stock	J	951	$0.00	Acquired	182756	Indirect
2022-08-09	Class A Common Stock	S	2072	$30.6769	Disposed	180684	Indirect
2022-08-09	Class A Common Stock	S	514	$31.5452	Disposed	180170	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-08	Class B Common Stock	$	C	3862593	Disposed		Class A Common Stock (3862593)	Indirect

Footnotes

F1: Shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and investment power over such shares. 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 and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and investment 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.

F2: Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.

F3: Shares are held by Matthew R. Cohler's trust entity.

F4: Shares are held by Peter H. Fenton's trust entities.

F5: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 9, 2022. The actual sale prices ranged from a low of $30.22 to a high of $31.18, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Confluent, Inc. or any security holder of Confluent, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F6: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 9, 2022. The actual sale prices ranged from a low of $31.22 to a high of $31.9, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Confluent, Inc. or any security holder of Confluent, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F7: Shares are held by Mitchell H. Lasky's family partnership.

F8: Shares are held by Mitchell H. Lasky's family trust.

F9: Shares are held by J. William Gurley's family partnerships.

F10: Shares are held by J. William Gurley's trust entity.

F11: Shares are held by Sarah Tavel.

F12: Shares held by An-Yen Hu's trust entity.

F13: Shares held by Chetan Puttagunta's trust entity.

F14: 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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.