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Form 4 Confluent, Inc. For: Aug 15 Filed by: MILLER MATTHEW CRAIG

August 17, 2022 6:38 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MILLER MATTHEW CRAIG

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022
4. If Amendment, Date of 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
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 08/15/2022   C (1)   93,461 A $ 0 93,461 I Sequoia Capital U.S. Growth Fund VII, L.P. (3) (4)
Class A Common Stock 08/15/2022   C (1)   68,843 A $ 0 68,843 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. (3) (4)
Class A Common Stock 08/15/2022   C (1)   67,569 A $ 0 67,569 I Sequoia Capital U.S. Growth Fund VIII, L.P. (3) (4)
Class A Common Stock 08/15/2022   C (1)   149,687 A $ 0 149,687 I Sequoia Grove II, LLC (6)
Class A Common Stock 08/15/2022   J (2)   93,461 D $ 0 0 I Sequoia Capital U.S. Growth Fund VII, L.P. (3) (4)
Class A Common Stock 08/15/2022   J (2)   68,843 D $ 0 0 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. (3) (4)
Class A Common Stock 08/15/2022   J (2)   67,569 D $ 0 0 I Sequoia Capital U.S. Growth Fund VIII, L.P. (3) (4)
Class A Common Stock 08/15/2022   J (2)   149,687 D $ 0 0 I Sequoia Grove II, LLC (6)
Class A Common Stock 08/15/2022   C (1)   22,673 A $ 0 22,673 I Estate planning vehicle
Class A Common Stock 08/15/2022   J (2)   1,635 A $ 0 24,308 I Estate planning vehicle
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 Securities Underlying Derivative Security (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: 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 (1) 08/15/2022   C (1)     93,461   (1)   (1) Class A Common Stock 93,461 $ 0 10,748,456 I Sequoia Capital U.S. Growth Fund VII, L.P. (3) (4)
Class B Common Stock (1) 08/15/2022   J (2)     990,731   (1)   (1) Class A Common Stock 990,731 $ 0 9,757,725 I Sequoia Capital U.S. Growth Fund VII, L.P. (3) (4)
Class B Common Stock (1) 08/15/2022   C (1)     68,843   (1)   (1) Class A Common Stock 68,843 $ 0 852,830 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. (3) (4)
Class B Common Stock (1) 08/15/2022   J (2)     23,324   (1)   (1) Class A Common Stock 23,324 $ 0 829,506 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. (3) (4)
Class B Common Stock (1) 08/15/2022   C (1)     67,569   (1)   (1) Class A Common Stock 67,569 $ 0 3,586,668 I Sequoia Capital U.S. Growth Fund VIII, L.P. (3) (4)
Class B Common Stock (1) 08/15/2022   J (2)     297,855   (1)   (1) Class A Common Stock 297,855 $ 0 3,288,813 I Sequoia Capital U.S. Growth Fund VIII, L.P. (3) (4)
Class B Common Stock (1) 08/15/2022   C (1)     149,687   (1)   (1) Class A Common Stock 149,687 $ 0 1,347,179 I Sequoia Grove II, LLC (6)
Class B Common Stock (1) 08/15/2022   J (2)   1,279,796     (1)   (1) Class A Common Stock 1,279,796 $ 0 1,279,796 I Sequoia Capital Fund, LP (5)
Class B Common Stock (1) 08/15/2022   J (2)   264,245     (1)   (1) Class A Common Stock 264,245 $ 0 264,245 I Sequoia Capital Fund Parallel, LLC (5)
Class B Common Stock (1) 08/15/2022   C (1)     22,673   (1)   (1) Class A Common Stock 22,673 $ 0 204,056 I Estate planning vehicle
Explanation of Responses:
1. The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date. In addition, upon any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's certificate of incorporation.
2. Represents a pro rata in-kind distribution of shares of Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and the contribution by such partners or members to the applicable recipient fund.
3. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds); and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. (the GFVIII Fund).
4. (Continued from Footnote 3) The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
5. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each of Sequoia Capital Fund, LP ("SCF") and Sequoia Capital Fund Parallel, LLC ("SCFP"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
6. The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
By: /s/ Jung Yeon Son, by power of attorney for Matthew Craig Miller 08/17/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


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