EFTA01377758.pdf

S- /A otherwise determined by our compensation committee, to earn an actual award, a participant must be employed by us (or an affiliate of ours) through the date the award is paid. Our board of directors or our compensation committee, in their sole discretion, may after, suspend, or terminate the Bonus Plan, provided such action does not, without the consent of the participant, after or impair the rights or obligations under any award already earned by such participant. 401(k) Plan We maintain a tax-qualified retirement plan, or the 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) plan as of the first day of the month following the date they meet the 401(k) plan's eligibility requirements, and participants are able to defer up to 90% of their eligible compensation subject to applicable annual Code limits. All participants' interests in their deferrals are 100% vested when contributed. The 401(k) plan permits us to make matching contributions and profit sharing contributions to eligible participants, although we have not made any such contributions to date. 167 Tad* of Contents. CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS Other than compensation arrangements, including employment, termination of employment, and change in control arrangements, with our directors and executive officers, including those discussed in the sections titled "Management" and "Executive Compensation? and the registration rights described in the section titled "Description of Capital Stock—Registration Rights? the following is a description of each transaction since January 1, 2012 and each currently proposed transaction in which: • we have been or are to be a participant; • the amount involved exceeded or exceeds $120,000; and any of our directors, executive officers, or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. Equity Financings Series D Convertible Preferred Stock Financing From July 2012 through September 2012. we sold an aggregate of 20.164,210 shares of our Series D convertible preferred stock at a purchase price of approximately 511.014 per share, for an aggregate purchase price of $222.1 million. The following table summarizes purchases of our Series D convertible preferred stock by related persons: Shares of Series D Convertible Total Purchase Stockholder Preferred Stock Price Entities affiliated with Rizvi Traverse(1) 13,618,980 $149,999,445.72 JPMC Strategic Investments I Corporation(2) 1,015,980 $ 11,190,003.72 (1) Affiliates of Rizvi Traverse holding our securities whose shares are aggregated for purposes of reporting share ownership information are RT Spartan IV, LLC. RT SQ Co-Invest, LLC, RT SQ Secondary. LLC. RT-SQ TS, LLC, Rizvi Opportunistic Equity Fund II, L.P., RT SQ Co-Invest II, LLC, Rizvi Opportunistic Equity Fund I-B, L.P., Rizvi Opportunistic Equity Fund, L.P., Rizvi Opportunistic Equity Fund I-B (TI), L.P., Rizvi Traverse Partners, LLC, Rizvi Traverse Partners II, LLC, and Rizvi Opportunistic Equity Fund (TI), L.P. (2) JPMC Strategic Investments I Corporation's ultimate parent is J.P. Morgan Chase & Co., the ultimate parent of one of the underwriters of this offering. Series E Convertible Preferred Stock Financing From September 2014 through October 2014, we sold an aggregate of 9,700.289 shares of our Series E convertible http://www.see.gov/Archivestedgar/data/1512673AX$1119312515369()92/d937622dsla.html11/6/2015 7.37:12 AMI CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0074910 CONFIDENTIAL SDNY_GM_00221094 EFTA01377758