Confluent Inc.

11/07/2024 | Press release | Distributed by Public on 11/07/2024 15:20

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Volpi Michelangelo
2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [CFLT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CONFLUENT, INC., 899 W. EVELYN AVENUE 		3. Date of Earliest Transaction (Month/Day/Year)
11/05/2024
(Street)
MOUNTAIN VIEW, CA 94041 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/05/2024 C(1) 1,694,028 A $ 0 (1) 1,694,028 I By Index Ventures VII (Jersey) L.P.(2)
Class A Common Stock 11/05/2024 C(3) 41,976 A $ 0 (3) 41,976 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4)
Class A Common Stock 11/05/2024 C(5) 465,882 A $ 0 (5) 465,882 I By Index Ventures Growth IV (Jersey) L.P.(6)
Class A Common Stock 11/05/2024 C(7) 34,494 A $ 0 (7) 34,494 I By Yucca (Jersey) SLP(8)
Class A Common Stock 11/05/2024 S 465,882 D $26.4055(9) 0 I By Index Ventures Growth IV (Jersey) L.P.(6)
Class A Common Stock 11/05/2024 S 12,070 D $26.4055(9) 22,424 I By Yucca (Jersey) SLP(8)
Class A Common Stock 11/06/2024 J(1) 1,694,028 D $ 0 (1) 0 I By Index Ventures VII (Jersey) L.P.(2)
Class A Common Stock 11/06/2024 J(3) 41,976 D $ 0 (3) 0 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4)
Class A Common Stock 11/06/2024 J(1)(3) 434,001 D $ 0 (1)(3) 0 I By Index Venture Associates VII Limited(10)
Class A Common Stock 11/06/2024 J(7) 22,424 D $ 0 (7) 0 I By Yucca (Jersey) SLP(8)
Class A Common Stock 317,079(11) D
Class A Common Stock 198,473(11) I By Trust(12)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (13) 11/05/2024 C(1) 1,694,028 (13) (13) Class A Common Stock 1,694,028 $ 0 0 I By Index Ventures VII (Jersey) L.P.(2)
Class B Common Stock (13) 11/05/2024 C(3) 41,976 (13) (13) Class A Common Stock 41,976 $ 0 0 I By Index Ventures VII Parallel Entrepreneur Fund (Jersey) L.P.(4)
Class B Common Stock (13) 11/05/2024 C(5) 465,882 (13) (13) Class A Common Stock 465,882 $ 0 0 I By Index Ventures Growth IV (Jersey) L.P.(6)
Class B Common Stock (13) 11/05/2024 C(7) 34,494 (13) (13) Class A Common Stock 34,494 $ 0 0 I By Yucca (Jersey) SLP(8)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Volpi Michelangelo
C/O CONFLUENT, INC.
899 W. EVELYN AVENUE
MOUNTAIN VIEW, CA 94041 		X

Signatures

/s/ Michelangelo Volpi 11/07/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) The shares are held of record by IVA VII.
(11) 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.
(12) 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.
(13) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.