Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☒ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
☐ | | | No fee required. | |||
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☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| | (1) | | | Title of each class of securities to which transaction applies: | |
| | | | Common stock, par value $0.001 per share; preferred stock, par value $0.001 per share | ||
| | (2) | | | Aggregate number of securities to which transaction applies: | |
| | | | As of September 17, 2021, (A) 176,238,470 shares of common stock; (B) 28,708 shares of preferred stock convertible into 3,843,109 shares of common stock; (C) 21,645,206 shares of common stock underlying outstanding stock options with an exercise price of less than $9.50 per share; (D) 655,000 outstanding stock appreciation rights with an exercise price of less than $9.50 per share; and (E) 9,750 outstanding equity appreciation rights with an base price of less than $9.50 per share. | ||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| | | | Solely for the purpose of calculating the filing fee, the maximum aggregate underlying value of the transaction was calculated as the sum of: (A) 176,238,470 shares of common stock, multiplied by $9.50; (B) 28,708 shares of preferred stock multiplied by $1,285.14 (the liquidation value per share of preferred stock); (C) 21,645,206 shares of common stock issuable upon exercise of options with an exercise price of less than $9.50 per share, multiplied by $5.63 (which is the difference between $9.50 and the weighted average exercise price of $3.87 for such stock options); (D) 655,000 shares of common stock underlying outstanding stock appreciation rights with an exercise price of less than $9.50 per share, multiplied by $5.86 (which is the difference between $9.50 and the weighted average exercise price of $3.64 for such stock appreciation rights); and (E) 4,968,648 shares of common stock underlying outstanding equity appreciation rights with a base price of less than $9.50 per share, multiplied by $3.50 (which is the difference between $9.50 and the weighted average base price of $6.00 for such equity appreciation rights). | ||
| | (4) | | | Proposed maximum aggregate value of transaction: | |
| | | | $1,854,250,341.88 | ||
| | (5) | | | Total fee paid: | |
| | | | $202,298.71 determined, in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, by multiplying 0.00010910 by the proposed maximum aggregate value of the transaction of $1,854,250,341.88. | ||
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☐ | | | Fee paid previously with preliminary materials. | |||
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☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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