Confluent, Inc. — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G 1 d269199dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Confluent, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

20717M103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 20717M103 Page 2 of 13 Pages

1.	NAMES OF REPORTING PERSONS Index Ventures VII (Jersey), L.P.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Jersey, Channel
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 22,587,033 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 22,587,033 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,587,033 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 24.5% (1)
12.	TYPE OF REPORTING
PERSON PN

(1) Index Ventures VII (Jersey) L.P. (“ Index Ventures VII ”) directly owns 4,797 shares of the Issuer’s Class A Common Stock, par value $0.0001 per share (“ Class A Common Stock ”) and 22,582,236 shares of the Issuer’s Class B Common Stock, par value $0.0001 per share (“ Class B Common Stock ” and together with the Class A Common Stock, the “ Common Stock ”). The percent of class was calculated based on 69,539,035 shares of Class A Common Stock outstanding as of October 28, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, plus 22,582,236 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13G

CUSIP No. 20717M103 Page 3 of 13 Pages

1.	NAMES OF REPORTING PERSONS Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Jersey, Channel
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 559,687 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 559,687 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 559,687 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.8% (1)
12.	TYPE OF REPORTING
PERSON PN

(1) Index Ventures VII Parallel Entrepreneur Fund (Jersey), L.P. (“ Index Ventures VII Parallel ” and together with Index Ventures VII, the “ Index VII Funds ”) directly owns 119 shares of the Issuer’s Class A Common Stock and 559,568 shares of the Issuer’s Class B Common Stock. The percent of class was calculated based on 69,539,035 shares of Class A Common Stock outstanding as of October 28, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, plus 559,568 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13G

CUSIP No. 20717M103 Page 4 of 13 Pages

1.	NAMES OF REPORTING PERSONS Yucca (Jersey) SLP
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Jersey, Channel
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 459,909 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 459,909 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 459,909 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.7% (1)
12.	TYPE OF REPORTING
PERSON PN

(1) Yucca (Jersey) SLP (“ Yucca ”) directly owns 75 shares of the Issuer’s Class A Common Stock and 459,834 shares of the Issuer’s Class B Common Stock. The percent of class was calculated based on 69,539,035 shares of Class A Common Stock outstanding as of October 28, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, plus 459,834 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13G

CUSIP No. 20717M103 Page 5 of 13 Pages

1.	NAMES OF REPORTING PERSONS Index Venture Associates VII Limited
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Jersey, Channel
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 23,499,203 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 23,499,203 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,499,203 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 25.3% (1)
12.	TYPE OF REPORTING
PERSON CO

(1) Index Venture Associates VII Limited (“ IVA VII ”) may be deemed to beneficially own an aggregate of 4,991 shares of Class A Common Stock and 23,494,212 shares of Class B Common Stock, consisting of (i) 4,916 shares of Class A Common Stock and 23,141,804 shares of Class B Common Stock held by the Index VII Funds and (ii) 75 shares of Class A Common Stock and 352,408 shares of Class B Common Stock held by Yucca. The percent of class was calculated based on 69,539,035 shares of Class A Common Stock outstanding as of October 28, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, plus 23,494,212 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13G

CUSIP No. 20717M103 Page 6 of 13 Pages

1.	NAMES OF REPORTING PERSONS Index Ventures Growth IV (Jersey), L.P.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Jersey, Channel
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 6,211,753 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 6,211,753 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,211,753 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 8.2% (1)
12.	TYPE OF REPORTING
PERSON PN

(1) Index Ventures Growth IV (Jersey), L.P. (“ Index Growth IV ”) directly owns 6,211,753 shares of the Issuer’s Class B Common Stock. The percent of class was calculated based on 69,539,035 shares of Class A Common Stock outstanding as of October 28, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, plus 6,211,753 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13G

CUSIP No. 20717M103 Page 7 of 13 Pages

1.	NAMES OF REPORTING PERSONS Index Venture Growth Associates IV Limited
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Jersey, Channel
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 6,319,179 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 6,319,179 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,319,179 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 8.3% (1)
12.	TYPE OF REPORTING
PERSON CO

(1) Index Venture Growth Associates IV Limited (“ IVGA IV ”) may be deemed to beneficially own an aggregate of 6,319,179 shares of Class B Common Stock, consisting of (i) 6,211,753 shares of Class B Common Stock held directly by Index Growth IV and (ii) 107,426 shares of Class B Common Stock held directly by Yucca. The percent of class was calculated based on 69,539,035 shares of Class A Common Stock outstanding as of October 28, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, plus 6,319,179 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13G

CUSIP No. 20717M103 Page 8 of 13 Pages

Item 1.	Issuer
	(a)	Name of Issuer:
		Confluent, Inc. (the “ Issuer ”)
	(b)	Address of Issuer’s Principal Executive Offices:
		899 W. Evelyn Avenue Mountain View,
CA 94041
Item 2.	Filing Person
	(a) – (c)	Name of Persons Filing; Address; Citizenship:
		(i) Index Ventures VII, a Jersey, Channel Islands partnership. (ii)  Index Ventures VII Parallel, a
Jersey, Channel Islands partnership. (iii)  Yucca, a Jersey, Channel Islands separate partnership. (iv) IVA VII, a Jersey, Channel Islands
corporation, the general partner of the Index Venture VII Funds. (v)   Index Growth IV, a Jersey, Channel Islands partnership. (vi) IVGA IV, a Jersey, Channel Islands
corporation, the general partner of Index Growth IV (together with Index Ventures VII and Index Ventures VII Parallel, the “ Index Venture Funds ”). The address of the principal business office of each of the reporting persons is 44 Esplanade, St. Helier, Jersey, Channel Islands JE4 9WG.
	(d)	Title of Class of Securities:
		Class A Common Stock, $0.0001 par value per share
	(e)	CUSIP Number: 20717M103
Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is
a:

(a)	☐	Broker or dealer registered under Section 15 of the Act;
(b)	☐	Bank as defined in Section 3(a)(6) of the Act;
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

SCHEDULE 13G

CUSIP No. 20717M103 Page 9 of 13 Pages

(k)
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

SCHEDULE 13G

CUSIP No. 20717M103 Page 10 of 13 Pages

Item 4. — (a) and (b)	Amount beneficially owned:
	(i)	Index Ventures VII directly owns 4,797 shares of Class A Common Stock and 22,582,236 shares of Class B Common Stock, which represents approximately 24.5% of the outstanding Class A Common Stock as calculated based on
Rule 13d-3 of the Securities Exchange Act of 1934.
	(ii)	Index Ventures VII Parallel directly owns 119 shares of Class A Common Stock and 559,568 shares of Class B Common Stock, which represents approximately 0.8% of the outstanding Class A Common Stock as calculated based
on Rule 13d-3 of the Securities Exchange Act of 1934.
	(iii)	Yucca directly owns 75 shares of Class A Common Stock and 459,834 shares of Class B Common Stock, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934. Yucca administers the co-investment vehicle that is contractually required to mirror the Index Venture Funds’ investments.
As a result, each of IVA VII and IVGA IV may be deemed to have voting and dispositive power over Yucca’s shares by virtue of their voting and dispositive power over the shares owned by the Index Venture Funds.
	(iv)	IVA VII may be deemed to beneficially own an aggregate of 4,991 shares of Class A Common Stock and 23,494,212 shares of Class B Common Stock, consisting of (i) 4,916 shares of Class A Common Stock and 23,141,804
shares of Class B Common Stock held by the Index VII Funds and (ii) 75 shares of Class A Common Stock and 352,408 shares of Class B Common Stock held by Yucca, which represents approximately 25.3% of the outstanding Class A
Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.
	(v)	Index Growth IV directly owns 6,211,753 shares of Class B Common Stock, which represents approximately 8.2% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.
	(vi)	IVGA IV may be deemed to beneficially own an aggregate of 6,319,179 shares of Class B Common Stock, consisting of (i) 6,211,753 shares of Class B Common Stock held directly by Index Growth IV and (ii) 107,426 shares of
Class B Common Stock held directly by Yucca, which represents approximately 8.3% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of
1934.
(c)	Number of shares as to which such person has:

Reporting Person	Number of Shares of Common Stock — (i)	(ii)	(iii)	(iv)
Index Ventures VII	22,587,033	0	22,587,033	0
Index Ventures VII Parallel	559,687		559,687
Yucca	459,909		459,909
IVA VII	23,499,203		23,499,203
Index Growth IV	6,211,753		6,211,753
IVGA IV	6,319,179		6,319,179

(i) Sole power to vote or direct the vote

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

The percent of class was calculated based on 69,539,035 shares of Class A Common Stock outstanding as of October 28, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, plus the shares of the Issuer’s Class B Common Stock held by

SCHEDULE 13G

CUSIP No. 20717M103 Page 11 of 13 Pages

the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

SCHEDULE 13G

CUSIP No. 20717M103 Page 12 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022

INDEX VENTURES VII (JERSEY), L.P. — By:	Index Venture Associates VII Limited
Its: General Partner
By:	/s/ Nigel Greenwood
	Name:	Nigel Greenwood
	Title:	Director
INDEX VENTURES VII PARALLEL
ENTREPRENEUR FUND (JERSEY), L.P.
By:	Index Venture Associates VII Limited
Its: General Partner
By:	/s/ Nigel Greenwood
	Name:	Nigel Greenwood
	Title:	Director
YUCCA (JERSEY) SLP
By:	Intertrust Employee Benefit Services
	Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as an Administrator of the Index
Co- Investment Scheme
By:	/s/ Luke Aubert
	Name:	Luke Aubert
	Title:	Authorized Signatory
By:	/s/ Genesis Perez
	Name:	Genesis Perez
	Title:	Authorized Signatory
INDEX VENTURE ASSOCIATES VII LIMITED
By:	/s/ Nigel Greenwood
	Name:	Nigel Greenwood
	Title:	Director

SCHEDULE 13G

CUSIP No. 20717M103 Page 13 of 13 Pages

INDEX VENTURES GROWTH IV (JERSEY), L.P. — By:	Index Venture Growth Associates IV Limited
Its: General Partner
By:	/s/ Nigel Greenwood
	Name:	Nigel Greenwood
	Title:	Director
INDEX VENTURE GROWTH ASSOCIATES IV LIMITED
By:	/s/ Nigel Greenwood
	Name:	Nigel Greenwood
	Title:	Director
YUCCA (JERSEY) SLP
By:	EFG Fund Administration Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as the Administrator of the Index Ventures Growth IV Co-Investment Scheme
By:	/s/ Nigel Greenwood
	Name:	Nigel Greenwood
	Title:	Authorized Signatory