EFTA01382602.pdf

N- I/A •fable of Contents Unless we indicate otherwise or thc context otherwise requires, all information in this prospectus: gives effect to the Reorganization: assumes (1) no exercise of the underwriters' option to purchase additional shares of our Class A common stock and (2) an initial public offering price of $19.00 per share, the midpoint of the estimated price range set forth on the cover of this prospectus; and does not reflect (I) 34,266,989 shares of Class B common stock issuable upon thc exercise of options outstanding as of August 31. 2015, at a weighted average exercise price of S11.09 per share, 14,326,198 of which were then vested and exercisable, 24,088,377 shares of Class B common stock issuable upon vesting of outstanding restricted stock awards (which restricted stock awards do not entitle the holder thereof to any of the rights or privileges of a stockholder unless and until the shares have been issued), and 3,906,046 shares of Class B common stock issuablc upon settlement of outstanding restricted stock units, (2) 6,643,656 shares of Class A common stock issuable upon the exercise of options, with an exercise price equal to the price at which shares of Class A common stock are sold in this offering, and 3,875,466 shares of restricted Class A common stock, all of which we intend to issue in connection with this offering under our new 2015 Omnibus Incentive Plan (as defined herein), none of which are expected to vest within 180 days of this offering, (3) 71,182,033 shams of Class A common stock, plus additional shares convertible into shares of Class A common stock subject to outstanding awards granted under ow 2007 Equity Plan (as defined herein), available for future issuance under the 2015 Omnibus Incentive Plan, which we intend to adopt in connection with this offering, and (4) 6,327,292 shares of Class A common stock reserved for future issuance under ow Employee Stock Purchase Plan (as defined herein), which we intend to adopt in connection with this offering. See "Management—Compensation Discussion and Analysis— Compensation Actions During 2015—Equity-Based Grants in Connection with this Offering.- 13 http/Annvme.gov/Archi vestedear/datat883980/000119312515334479/d31022dsla.htmill0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082029 CONFIDENTIAL SONY GM_00228213 EFTA01382602