EFTA01382600.pdf

S- I/A Table of Contenh 'Ube Offering Class A common stock offered 160,000,000 shares. I Indenvriters' option to purchase additional shares of 24,000.000 shams. Class A common stock Class A common stock to be outstanding immediately 160,000,000 shares (or 184,000.000 shares if the underwriters exercise in full their after this offering option to purchase additional shares). Class B common stock to be outstanding immediately 719,030,067 sham. after this offering Total common stock to be outstanding immediately 879,030,067 shares (or 903,030,067 shares if the underwriters exercise in full their after this offering option to purchase additional shares). Voting rights Upon consummation of this offering, the holders of our Class A common stock will be entitled to one vote per share, and the holders of our Class B common stock will be entitled to ten votes per share. Each share of Class B common stock may be converted into one share of Class A common stock at the option of the holder with our prior written consent. If. on the record date for any meeting of the rtockholders, the number of shares of Class 13 common stock then outstanding is less than 10% of the aggregate number of shares of Class A common stock and Class B common stock outstanding. then each share of Class 13 common stock will automatically convert into one share of Class A common stock. In addition, each share of Class 13 common stock will convert automatically into one share of Class A common stock upon any transfer, except for certain transfers to other holders of Class B common stock or their affiliates or to certain unrelated third parties as described under "Description of Capital Stock—Common Stock-Conreniion and Restrictions on Transfer." Holders of Class A common stock and Class B common stock will vote together as a single class on all matters unless otherwise required by law. Upon consummation of this offering, assuming no exercise of the underwriters' option to purchase additional shares, (I) holders of Class A common stock will hold approximately 2% of the combined voting power of our outstanding common stock and approximately 18% of our total equity ownership and (2) holders of Class B 10 http://vanv.see.gov/Archi vecledgaddatat883980/00011 9312515334479M31022ds la.htmll 0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082026 CONFIDENTIAL SDNY_GM_00228210 EFTA01382600