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Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Insider Trading Arrangements

 

During the three months ended June 30, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below.

 

 

Type of Trading Arrangement

Name and Position

Action

Adoption/ Termination Date

Rule 10b5-1*

Non-Rule 10b5-1**

Total Shares of Class A Common Stock to be Sold

Expiration Date

Stephanie Buscemi - Chief Marketing Officer

Termination(1)

6/14/2024

X

 

Up to 854,050(2)

11/15/2024

Stephanie Buscemi - Chief Marketing Officer

Adoption(1)

6/14/2024

X

 

(3)

9/15/2025

Ying Christina Liu - Former Chief Accounting Officer

Termination

5/23/2024

X

 

Up to 293,332

3/28/2025

Matthew Miller - Director

Termination(4)

6/13/2024

X

 

Up to 122,313

6/16/2025

Matthew Miller - Director

Adoption(4)

6/13/2024

X

 

Up to 219,627

9/15/2025

Michelangelo Volpi - Director

Adoption

5/28/2024

X

 

Up to 100,000

8/15/2025

 

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

 

(1) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on August 9, 2023 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2) The shares that may have been sold under the Rule 10b5-1 trading plan included (i) up to 12,029 shares of our Class A Common Stock owned by Ms. Buscemi at the time the plan was adopted, (ii) up to 33,630 shares of our Class A Common Stock subject to restricted stock unit awards previously granted to Ms. Buscemi, which were subject to vesting and release on or prior to November 15, 2024, (iii) up to 807,457 shares of our Class A Common Stock subject to exercisable stock options held by Ms. Buscemi, some of which were subject to vesting on or prior to November 15, 2024, and (iv) up to 934 shares of our Class A Common Stock that Ms. Buscemi purchased under our 2021 Employee Stock Purchase Plan. The actual number of shares that may have been sold under the Rule 10b5-1 trading plan would have been (a) adjusted by the net number of shares available upon vesting of the restricted stock units covered by the plan, after giving effect to the sale of certain such shares to satisfy tax withholding obligations pursuant to Confluent’s non-discretionary sell-to-cover requirement and (b) reduced by any shares sold in accordance with an existing plan prior to its expiration on November 10, 2023.

(3) The shares that may be sold under the Rule 10b5-1 trading plan include (i) up to 30,392 shares of our Class A Common Stock currently owned by Ms. Buscemi, (ii) up to 937,692 shares of our Class A Common Stock subject to exercisable stock options held by Ms. Buscemi, 729,316 of which are currently vested and 208,376 of which may vest on or prior to September 15, 2025, (iii) up to 72,005 shares of our Class A Common Stock that are subject to restricted stock unit awards previously granted to Ms. Buscemi that may vest and be released to Ms. Buscemi on or prior to September 15, 2025, and (iv) up to 100% of the shares of our Class A Common Stock that Ms. Buscemi may purchase under our 2021 Employee Stock Purchase Plan on or prior to September 15, 2025, which number of shares is not yet determinable. The actual number of shares that may be sold under the Rule 10b5-1 trading plan will be adjusted by the net number of shares available upon vesting of the restricted stock units covered by the plan, after giving effect to the sale of certain such shares to satisfy tax withholding obligations pursuant to Confluent's non-discretionary sell-to-cover requirement. The actual number of shares that will be subject to the Rule 10b5-1 trading plan is not yet determinable.

(4) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on March 13, 2024 by a trust affiliated with Matthew Miller that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
Ying Christina Liu [Member]  
Trading Arrangements, by Individual  
Name Ying Christina Liu
Title Former Chief Accounting Officer
Rule 10b5-1 Arrangement Terminated true
Termination Date 5/23/2024
Expiration Date 3/28/2025
Aggregate Available 293,332
Michelangelo Volpi [Member]  
Trading Arrangements, by Individual  
Name Michelangelo Volpi
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date 5/28/2024
Expiration Date 8/15/2025
Aggregate Available 100,000
One [Member] | Stephanie Buscemi [Member]  
Trading Arrangements, by Individual  
Name Stephanie Buscemi [1]
Title Chief Marketing Officer [1]
Rule 10b5-1 Arrangement Terminated true [1]
Termination Date 6/14/2024 [1]
Expiration Date 11/15/2024 [1]
Arrangement Duration 310 days
Aggregate Available 854,050 [1],[2]
One [Member] | Ying Christina Liu [Member]  
Trading Arrangements, by Individual  
Arrangement Duration 309 days
One [Member] | Matthew Miller [Member]  
Trading Arrangements, by Individual  
Name Matthew Miller [3]
Title Director [3]
Rule 10b5-1 Arrangement Terminated true [3]
Termination Date 6/13/2024 [3]
Expiration Date 6/16/2025 [3]
Arrangement Duration 368 days
Aggregate Available 122,313 [3]
One [Member] | Michelangelo Volpi [Member]  
Trading Arrangements, by Individual  
Arrangement Duration 92 days
Two [Member] | Stephanie Buscemi [Member]  
Trading Arrangements, by Individual  
Name Stephanie Buscemi [1]
Title Chief Marketing Officer [1]
Rule 10b5-1 Arrangement Adopted true [1]
Adoption Date 6/14/2024 [1]
Expiration Date 9/15/2025 [1]
Arrangement Duration 458 days
Two [Member] | Matthew Miller [Member]  
Trading Arrangements, by Individual  
Name Matthew Miller [3]
Title Director [3]
Rule 10b5-1 Arrangement Adopted true [3]
Adoption Date 6/13/2024 [3]
Expiration Date 9/15/2025 [3]
Arrangement Duration 459 days
Aggregate Available 219,627 [3]
[1]

(1) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on August 9, 2023 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
[2]

(2) The shares that may have been sold under the Rule 10b5-1 trading plan included (i) up to 12,029 shares of our Class A Common Stock owned by Ms. Buscemi at the time the plan was adopted, (ii) up to 33,630 shares of our Class A Common Stock subject to restricted stock unit awards previously granted to Ms. Buscemi, which were subject to vesting and release on or prior to November 15, 2024, (iii) up to 807,457 shares of our Class A Common Stock subject to exercisable stock options held by Ms. Buscemi, some of which were subject to vesting on or prior to November 15, 2024, and (iv) up to 934 shares of our Class A Common Stock that Ms. Buscemi purchased under our 2021 Employee Stock Purchase Plan. The actual number of shares that may have been sold under the Rule 10b5-1 trading plan would have been (a) adjusted by the net number of shares available upon vesting of the restricted stock units covered by the plan, after giving effect to the sale of certain such shares to satisfy tax withholding obligations pursuant to Confluent’s non-discretionary sell-to-cover requirement and (b) reduced by any shares sold in accordance with an existing plan prior to its expiration on November 10, 2023.
[3]

(4) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on March 13, 2024 by a trust affiliated with Matthew Miller that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.