Confluent, Inc. — Major Shareholding Notification 2024

Nov 5, 2024

SC 13G/A 1 d824708dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and

Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Confluent, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

20717M103**

(CUSIP Number)

September 30, 2024

(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.

** This CUSIP number applies to the Issuer’s Class A Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

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).

1	NAME OF REPORTING PERSON SEQUOIA CAPITAL U.S. GROWTH FUND VIII, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VIII”)
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 0% 1
12	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON SC U.S. GROWTH VIII MANAGEMENT, L.P. (“SC U.S. GROWTH VIII MANAGEMENT”)
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 0% 1
12	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON SEQUOIA CAPITAL FUND PARALLEL, LLC (“SCFP”)
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION DELAWARE

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,152,645, of which 1,152,645 are Class B shares
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,152,645, of which 1,152,645 are Class B
shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,152,645
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 0.5% 1
12	TYPE OF REPORTING PERSON OO

1 Based on a total of 250,068,648 shares of Class A Common Stock outstanding as of July 24, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2024.

1	NAME OF REPORTING PERSON SEQUOIA CAPITAL FUND, L.P. (“SCF”)
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 7,385,300, of which 7,385,300 are Class B shares
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 7,385,300, of which 7,385,300 are Class B
shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,385,300
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 2.9% 1
12	TYPE OF REPORTING PERSON PN

1 Based on a total of 250,068,648 shares of Class A Common Stock outstanding as of July 24, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2024.

1	NAME OF REPORTING PERSON SEQUOIA CAPITAL FUND MANAGEMENT, L.P. (“SEQUOIA CAPITAL FUND MANAGEMENT”)
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 8,537,945 shares, of which 1,152,645 shares of Class B common
stock are directly owned by SCFP and 7,385,300 shares of Class B common stock are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP.
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 8,537,945 shares, of which 1,152,645 shares of Class B common
stock are directly owned by SCFP and 7,385,300 shares of Class B common stock are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of
SCFP.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,537,945
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 3.3% 1
12	TYPE OF REPORTING PERSON PN

1 Based on a total of 250,068,648 shares of Class A Common Stock outstanding as of July 24, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2024.

1	NAME OF REPORTING PERSON SC US (TTGP), LTD. (“SC US (TTGP)”)
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 8,537,945 shares, of which 1,152,645 are Class B shares
directly owned by SCFP and 7,385,300 are Class B shares directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. SC US (TTGP) is the General Partner of SEQUOIA CAPITAL FUND
MANAGEMENT.
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 8,537,945 shares, of which 1,152,645 are Class B shares
directly owned by SCFP and 7,385,300 are Class B shares directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. SC US (TTGP) is the General Partner of SEQUOIA CAPITAL FUND
MANAGEMENT.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,537,945
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 3.3% 1
12	TYPE OF REPORTING PERSON OO

1 Based on a total of 250,068,648 shares of Class A Common Stock outstanding as of July 24, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2024.

ITEM 1.

(a) Name of Issuer:

Confluent, Inc.

(b) Address of Issuer’s Principal Executive Offices:

889 W. Evelyn Avenue

Mountain View, California 94041

ITEM 2.

(a) Name of Persons Filing:

Sequoia Capital U.S. Growth Fund VIII, L.P.

SC U.S. Growth VIII Management, L.P.

Sequoia Capital Fund Parallel, LLC

Sequoia Capital Fund, L.P.

Sequoia Capital Fund Management, L.P.

SC US (TTGP), Ltd.

The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VIII is SC U.S. GROWTH VIII MANAGEMENT. SC US (TTGP) is the General Partner of SC U.S. GROWTH VIII MANAGEMENT.

The General Partner of SCF and the manager of SCFP is SEQUOIA CAPITAL FUND MANAGEMENT. SC US (TTGP) is the general partner of SEQUOIA CAPITAL FUND MANAGEMENT.

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

(c) Citizenship:

SEQUOIA CAPITAL U.S. GROWTH FUND VIII, SC U.S. GROWTH VIII MANAGEMENT, L.P., SCF, SEQUOIA CAPITAL FUND MANAGEMENT, SC US (TTGP), LTD.: Cayman Islands

SCFP: Delaware

(d) CUSIP Number:

20717M103

ITEM 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

ITEM 4. OWNERSHIP

SEE ROWS 5 THROUGH 11 OF COVER PAGES

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 person has 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.

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

SIGNATURES

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

Dated: November 5, 2024

Sequoia Capital U.S. Growth Fund VIII, L.P. By: SC U.S. Growth VIII Management, L.P. its General Partner By: SC US (TTGP), Ltd. its General Partner
By:	/s/ Roelof Botha
	Roelof Botha, Authorized Signatory
SC U.S. Growth VIII Management, L.P. By: SC US (TTGP), Ltd. its General Partner
By:	/s/ Roelof Botha
	Roelof Botha, Director

Sequoia Capital Fund Parallel, LLC
By:	Sequoia Capital Fund Management, L.P. its
Manager
By:	SC US (TTGP), Ltd. its General
Partner
By:	/s/ Roelof Botha
	Roelof Botha, Authorized Signatory
Sequoia Capital Fund, L.P.
By:	Sequoia Capital Fund Management, L.P. its
General Partner
By:	SC US (TTGP), Ltd. its General
Partner
By:	/s/ Roelof Botha
	Roelof Botha, Authorized Signatory
Sequoia Capital Fund Management, L.P.
By:	Sequoia Capital Fund Management, L.P. its
General Partner
By:	SC US (TTGP), Ltd. its General
Partner
By:	/s/ Roelof Botha
	Roelof Botha, Authorized Signatory
SC US (TTGP), Ltd.
By:	/s/ Roelof Botha
	Roelof Botha, Authorized Signatory