Confluent, Inc. — Director's Dealing 2024

Nov 7, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Confluent, Inc. (CFLT)
CIK: 0001699838
Period of Report: 2024-11-05

Reporting Person: Volpi Michelangelo (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-05	Class A Common Stock	C	1694028	—	Acquired	1694028	Indirect
2024-11-05	Class A Common Stock	C	41976	—	Acquired	41976	Indirect
2024-11-05	Class A Common Stock	C	465882	—	Acquired	465882	Indirect
2024-11-05	Class A Common Stock	C	34494	—	Acquired	34494	Indirect
2024-11-05	Class A Common Stock	S	465882	$26.4055	Disposed	0	Indirect
2024-11-05	Class A Common Stock	S	12070	$26.4055	Disposed	22424	Indirect
2024-11-06	Class A Common Stock	J	1694028	—	Disposed	0	Indirect
2024-11-06	Class A Common Stock	J	41976	—	Disposed	0	Indirect
2024-11-06	Class A Common Stock	J	434001	—	Disposed	0	Indirect
2024-11-06	Class A Common Stock	J	22424	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-11-05	Class B Common Stock	$	C	1694028	Disposed		Class A Common Stock (1694028)	Indirect
2024-11-05	Class B Common Stock	$	C	41976	Disposed		Class A Common Stock (41976)	Indirect
2024-11-05	Class B Common Stock	$	C	465882	Disposed		Class A Common Stock (465882)	Indirect
2024-11-05	Class B Common Stock	$	C	34494	Disposed		Class A Common Stock (34494)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	317079	Direct
Class A Common Stock	198473	Indirect

Footnotes

F1: On November 5, 2024, Index Ventures VII (Jersey) L.P. ("Index VII") converted in the aggregate 1,694,028 shares of the Issuer's Class B Common Stock into 1,694,028 shares of the Issuer's Class A Common Stock. Subsequently, on November 6, 2024, Index VII distributed in-kind, without consideration, 1,694,028 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, 423,507 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 5, 2024, Index VII Parallel converted in the aggregate 41,976 shares of the Issuer's Class B Common Stock into 41,976 shares of the Issuer's Class A Common Stock. Subsequently, on November 6, 2024, Index VII Parallel distributed in-kind, without consideration, 41,976 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, 10,494 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 5, 2024, Index Growth IV converted in the aggregate 465,882 shares of the Issuer's Class B Common Stock into 465,882 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 5, 2024, Yucca (Jersey) SLP ("Yucca") converted in the aggregate 34,494 shares of the Issuer's Class B Common Stock into 34,494 shares of the Issuer's Class A Common Stock. Subsequently, on November 6, 2024, Yucca distributed in-kind, without consideration, 22,424 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 $26.04 - $26.73. 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.