Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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CONFLUENT, INC. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
20717M103 (CUSIP Number) |
03/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 20717M103 |
| 1 | Names of Reporting Persons
Edward Jay Kreps | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,630,996.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 5 includes 15,645,000 shares of Class B Common Stock, 5,798,305 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of March 31, 2025, and 37,707 shares of Class A Common Stock that may be acquired upon the settlement of outstanding RSUs within 60 days of March 31, 2025. Row 7 includes 15,645,000 shares of Class B Common Stock, 5,762,364 shares of Class B Common Stock issuable pursuant to stock options that are vested and exercisable within 60 days of March 31, 2025 (but excludes 35,941 shares of Class B Common Stock issuable pursuant to stock options that, although exercisable, will not vest within 60 days of March 31, 2025), and 37,707 shares of Class A Common Stock that may be acquired upon the settlement of outstanding RSUs within 60 days of March 31, 2025.
SCHEDULE 13G
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| CUSIP No. | 20717M103 |
| 1 | Names of Reporting Persons
Edward J. Kreps and Jamaica H. Kreps 2018 Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
149,984.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 20717M103 |
| 1 | Names of Reporting Persons
GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 9/26/2019 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 20717M103 |
| 1 | Names of Reporting Persons
GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 9/26/2019 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CONFLUENT, INC. | |
| (b) | Address of issuer's principal executive offices:
899 W. EVELYN AVENUE, MOUNTAIN VIEW, CA, 94041. | |
| Item 2. | ||
| (a) | Name of person filing:
Edward Jay Kreps Edward J. Kreps and Jamaica H. Kreps 2018 Revocable Trust ("Revocable Trust") GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 9/26/2019 ("Irrevocable Trust I") GST Exempt Trust under the Kreps Family 2019 Irrevocable Trust under an agreement dated 9/26/2019 ("Irrevocable Trust II") | |
| (b) | Address or principal business office or, if none, residence:
Edward Jay Kreps - c/o Confluent, Inc., 899 West Evelyn Avenue, Mountain View, CA 94041 Revocable Trust - c/o Confluent, Inc., 899 West Evelyn Avenue, Mountain View, CA 94041 Irrevocable Trust I - c/o Confluent, Inc., 899 West Evelyn Avenue, Mountain View, CA 94041 Irrevocable Trust II - c/o Confluent, Inc., 899 West Evelyn Avenue, Mountain View, CA 94041 | |
| (c) | Citizenship:
Edward Jay Kreps - United States Revocable Trust - California Irrevocable Trust I - Delaware Irrevocable Trust II - Delaware | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Includes 15,645,000 shares of Class B Common Stock held by Edward Jay Kreps, 149,984 shares of Class B Common Stock held by the Revocable Trust, 1,000,000 shares of Class B Common Stock held by the Irrevocable Trust I, 1,000,000 shares of Class B Common Stock held by the Irrevocable Trust II, 5,798,305 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of March 31, 2025, and 37,707 shares of Class A Common Stock that may be acquired upon the settlement of outstanding RSUs within 60 days of March 31, 2025. The Class B Common Stock is convertible at the holder's option into the Issuer's Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. | |
| (b) | Percent of class:
Based on (i) 285,227,996 shares of the Issuer's Class A Common Stock issued and outstanding and (ii) 54,502,348 shares of the Issuer's Class B Common Stock (together with the Class A Common Stock, the "Common Stock") issued and outstanding, in each case, as of March 31, 2025, and the information set forth in (a) above, E
dward Jay Kreps beneficially owned 6.8% of the Issuer's outstanding Common Stock, representing 24.3% of the total voting power of the Issuer's outstanding Common Stock, and beneficially owned 7.7% of the Issuer's Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by Mr. Kreps as converted for purposes of computing this percentage), the Revocable Trust beneficially owned 0.0% of the Issuer's outstanding Common Stock, representing 0.2% of the total voting power of the Issuer's outstanding Common Stock, and beneficially owned 0.1% of the Issuer's Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Revocable Trust as converted for purposes of computing this percentage), the Irrevocable Trust I beneficially owned 0.3% of the Issuer's outstanding Common Stock, representing 1.2% of the total voting power of the Issuer's outstanding Common Stock, and beneficially owned 0.3% of the Issuer's Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Irrevocable Trust I as converted for purposes of computing this percentage), and the Irrevocable Trust II beneficially owned 0.3% of the Issuer's outstanding Common Stock, representing 1.2% of the total voting power of the Issuer's outstanding Common Stock, and beneficially owned 0.3% of the Issuer's Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Irrevocable Trust II as converted for purposes of computing this percentage). Mr. Kreps and his spouse serve as trustees over the shares held by the Revocable Trust and exercise shared voting and dispositive power over such shares. Mr. Kreps and his spouse serve as investment trustees over the shares held by the Irrevocable Trust I and Irrevocable Trust II and exercise shared dispositive power over such shares. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Edward Jay Kreps - 21,481,012 Revocable Trust - 0 Irrevocable Trust I - 0 Irrevocable Trust II - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Edward Jay Kreps - 149,984 Revocable Trust - 149,984 Irrevocable Trust I - 0 Irrevocable Trust II - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Edward Jay Kreps - 21,445,071 Revocable Trust - 0 Irrevocable Trust I - 0 Irrevocable Trust II - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Edward Jay Kreps - 2,149,984 Revocable Trust - 149,984 Irrevocable Trust I - 1,000,000 Irrevocable Trust II - 1,000,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |