EFTA01377759.pdf

S-1/A preferred stock at a purchase price of approximately $15.46345 per share, for an aggregate purchase price of $150.0 million. The following table summarizes purchases of our Series E convertible preferred stock by related persons: Shares of Series E Convertible Total Purchase Stockholder Preferred Stock Price Entities affiliated with Rizvi Traverse(1) 485,014 $ 7,499,989.74 JPMC Strategic Investments I Corporation(2) 646.686 $ 9,999,996.63 (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 168 Table of Contents 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. In addition, in October 2015. we sold an aggregate of 1.940.058 shares of our Series E convertible preferred stock at a purchase price of approximately $15.46345 per share, for an aggregate purchase price of $30.0 million, to one existing investor and one new investor. The investors who purchased shares of our Series E convertible preferred stock in October 2015 waived any right with respect to these shares to receive additional shares of our capital stock as a result of any conversion price adjustment arising from this offering. 2014 Third-Party Tender Offer In January 2014. we entered into a letter agreement with certain holders of our capital stock, including entities affiliated with Rizvi Traverse, pursuant to which we agreed to waive certain transfer restrictions in connection with, and assist in the administration of, a tender offer that such holders proposed to commence. In January 2014. these holders commenced a tender offer to purchase shares of our capital stock from certain of our securityhoklers, including James McKelvey. Lawrence Summers, and Dana Wagner. An aggregate of 6,124,470 shares of our capital stock were tendered pursuant to the tender offer at a price of approximately $13.53 per share. Investors' Rights Agreement We are party to an amended and restated investors' rights agreement with certain holders of our capital stock, including Jack Dorsey, Jim McKelvey. Khosla Ventures III, LP, entities affiliated with JPMC Strategic Investments, entities affiliated with Sequoia Capital, entities affiliated with Rizvi Traverse, and an entity affiliated with Mary Meeker. Under our amended and restated investors' rights agreement, certain holders of our capital stock have the right to demand that we file a registration statement or request that their shares of our capital stock be covered by a registration statement that we are otherwise filing. See the section titled "Description of Capital Stock—Registration Rights" for additional information regarding these registration rights. Right of First Refusal and Co-Sale Agreement Pursuant to our equity compensation plans and certain agreements with certain holders of our capital stock, including Jack Dorsey, Jim McKelvey, Khosla Ventures III, LP, entities affiliated with JPMC Strategic Investments, entities affiliated with Sequoia Capital, entities affiliated with Rizvi Traverse, and an entity affiliated with Mary Meeker, including an amended and restated right of first refusal and co-sale agreement, we or our assignees have a right to purchase shares of our capital stock which stockholders propose to sell to other parties. This right will terminate upon the completion of this offering. Since January 1, 2012. we have waived our right of first refusal in connection with the sale of certain shares of our capital stock, resulting in the purchase of such shares by certain of our stockholders. See the section titled "Principal and Selling Stockholders" for additional information regarding beneficial ownership of our capital stock. 169 http://vAnc..us:.gov/Archivestedgar/data/1512673AX$1119312515369092/d937622dsla.htm111/6/2015 7:37:12 AM( CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0074911 CONFIDENTIAL SDNY_GM_00221095 EFTA01377759