Confluent, Inc. — Director's Dealing 2023

Dec 1, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Confluent, Inc. (CFLT)
CIK: 0001699838
Period of Report: 2023-11-29

Reporting Person: Volpi Michelangelo (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-29	Class A Common Stock	C	1129352	—	Acquired	1129352	Indirect
2023-11-29	Class A Common Stock	C	27984	—	Acquired	27984	Indirect
2023-11-29	Class A Common Stock	C	310588	—	Acquired	310588	Indirect
2023-11-29	Class A Common Stock	C	22995	—	Acquired	22995	Indirect
2023-11-29	Class A Common Stock	S	310588	$21.1245	Disposed	0	Indirect
2023-11-29	Class A Common Stock	S	8047	$21.1245	Disposed	14948	Indirect
2023-11-30	Class A Common Stock	J	1129352	—	Disposed	0	Indirect
2023-11-30	Class A Common Stock	J	27984	—	Disposed	0	Indirect
2023-11-30	Class A Common Stock	J	289334	—	Disposed	0	Indirect
2023-11-30	Class A Common Stock	J	14948	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-29	Class B Common Stock	$	C	1129352	Disposed		Class A Common Stock (1129352)	Indirect
2023-11-29	Class B Common Stock	$	C	27984	Disposed		Class A Common Stock (27984)	Indirect
2023-11-29	Class B Common Stock	$	C	310588	Disposed		Class A Common Stock (310588)	Indirect
2023-11-29	Class B Common Stock	$	C	22995	Disposed		Class A Common Stock (22995)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	255744	Direct
Class A Common Stock	136972	Indirect

Footnotes

F1: On November 29, 2023, Index Ventures VII (Jersey) L.P. ("Index VII") converted in the aggregate 1,129,352 shares of the Issuer's Class B Common Stock into 1,129,352 shares of the Issuer's Class A Common Stock. Subsequently, on November 30, 2023, Index VII distributed in-kind, without consideration, 1,129,352 shares of Class A Common Stock pro-rata to its limited partners and its general partner, Index Venture Associates VII Limited ("IVA VII") in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On the same date, IVA VII distributed in-kind, without consideration, 282,338 shares of Class A Common Stock received in the Index VII distribution pro-rata to its partners, in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.

F2: The shares are held by Index VII. IVA VII is the general partner of Index VII. The reporting person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index VII, Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. ("Index VII Parallel") and Index Ventures Growth IV (Jersey) L.P. ("Index Growth IV"). The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

F3: On November 29, 2023, Index VII Parallel converted in the aggregate 27,984 shares of the Issuer's Class B Common Stock into 27,984 shares of the Issuer's Class A Common Stock. Subsequently, on November 30, 2023 Index VII Parallel distributed in-kind, without consideration, 27,984 shares of Class A Common Stock pro-rata to its limited partners and its general partner, IVA VII in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. On the same date, IVA VII distributed in-kind, without consideration, 6,996 shares of Class A Common Stock received in the Index VII distribution pro-rata to its partners, in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.

F4: The shares are held by Index VII Parallel. IVA VII is the general partner of Index VII Parallel. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

F5: On November 29, 2023, Index Growth IV converted in the aggregate 310,588 shares of the Issuer's Class B Common Stock into 310,588 shares of the Issuer's Class A Common Stock.

F6: The shares are held by Index Growth IV. Index Venture Growth Associates IV Limited ("IVGA IV") is the general partner of Index Growth IV. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

F7: On November 29, 2023, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 22,995 shares of the Issuer's Class B Common Stock into 22,995 shares of the Issuer's Class A Common Stock. Subsequently, on November 30, 2023, Yucca distributed in-kind, without consideration, 14,948 shares of Class A Common Stock pro-rata to its partners in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.

F8: The shares are held of record by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Index funds' investment in the Issuer. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

F9: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.74 - $21.39. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F10: The shares are held of record by IVA VII.

F11: Includes shares of Class A Common Stock received in the distributions described herein made in accordance with the exemptions afforded under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.

F12: The shares are held by the Volpi-Cupal Family Trust, of which the reporting person serves as trustee. The reporting person disclaims Section 16 beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

F13: Each share of Class B Common Stock 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 holder into one share of Class A Common Stock.