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UNDERWRITERS (CONFLICTS OF INTEREST)
Holders
424B4
26 May 21
Final Lock-Up ExpirationBeginning 181 days after the date of this prospectus, the remainder of the shares of our Class A common stock (including shares of Class A common stock issuable upon conversion of Class B common stock) will become eligible for sale in the public market.The following table summarizes the potential lock-up expiration dates: Type of Release Conditions Expiration Date Shares ReleasedFirst Trading Day Release Our Class A common stock begins trading on the Nasdaq Global Select Market The first trading day on which our Class A common stock is traded on the Nasdaq Global Select Market 15% of the shares (approximately 6.5 million shares) subject to the lock-up agreements (including shares issuable upon exercise of vested options) held as of the date of this prospectus by current and former employees (as such term is defined for purposes of Form S-8), but excluding current executive officers and directors,Earnings-Related Release We have publicly announced earnings for a quarter after the 90th day following the date of this prospectus The commencement of trading on the second trading day after we make such earnings announcement 20% of the shares (approximately 68.7 million shares) held as of the date of this prospectus (and including shares issuable upon exercise of options that are scheduled to be vested within 90 days thereafter) by each stockholder subject to the lock-up agreementsBlackout-Related Release Both:• At least 120 days have elapsed since the date of this prospectus; and• The lock-up period is scheduled to end during or within five trading days prior to a regularly-scheduled blackout period under our insider trading policy The lock-up period will end 10 trading days prior to the commencement of the blackout period under our insider trading policy All remaining sharesFinal Lock-Up Expiration Time-based condition 181 days after the date of this prospectus All remaining sharesIn addition, our executive officers, directors, and holders of a substantial majority of all of our capital stock and securities convertible into or exchangeable for our capital stock, except in certain cases to the extent they have otherwise signed lock-up agreements described above have entered into market standoff agreements with us under which they have agreed that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, they will not, without our prior written consent, dispose of or hedge any shares or any securities convertible into or exchangeable for shares of our Class A common stock.
LoCkUpS
424B4
26 May 21
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