EFTA01377638.pdf

S-1/A A common stock granted after September 30. 2015, with an exercise price per share equal to the public offering price set forth on the cover page of the final prospectus for this offering; • 924,100 shares of our Class B common stock issuable upon the vesting of RSUs granted after September 30, 2015; • 1,940,058 shares of our Series E convertible preferred stock issued after September 30, 2015; and • 34,200.000 shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of: • 30,000,000 shares of our Class A common stock reserved for future issuance under our 2015 Equity Incentive Plan (2015 Plan), which will become effective prior to the completion of this offering; and • 4,200,000 shares of our Class A common stock reserved for future issuance under our 2015 Employee Stock Purchase Plan (ESPP), which will become effective prior to the completion of this offering. Our 2015 Plan and ESPP each provide for annual automatic increases in the number of shares reserved thereunder, and our 2015 Plan also provides for increases in the number of shares reserved thereunder based on awards under certain of our other equity compensation plans that expire, are forfeited, or are otherwise repurchased by us. See the section titled "Executive Compensation—Employee Benefit and Stock Plans" for additional information. Except as otherwise indicated, all information in this prospectus assumes the following: • the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws, each of which will occur immediately prior to the completion of this offering; • the reclassification of all outstanding shares of our common stock into an equivalent number of shares of our Class B common stock, which will occur prior to the completion of this offering, and the authorization of our Class A common stock; • the automatic conversion and reclassification of all outstanding shares of our convertible preferred stock (other than shares of our Series E convertible preferred stock) into an aggregate of 125.552.520 shares of our Class B common stock, which will occur immediately prior to the completion of this offering; • the automatic conversion and reclassification of 9,700,289 outstanding shares of our Series E convertible preferred stock into an aggregate of 14,999,987 shares of our Class B common stock immediately prior to the completion of this offering, based on the assumed initial public offering price of $12.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus. These 5,299,698 additional shares represent approximately 1.6% of the total number of shares of our Class A common stock and Class B common stock to be outstanding after this offering. A S1.00 decrease in the initial public offering price would increase the number of shares of our Class B common stock issuable upon conversion and reclassification of our Series E convertible preferred stock by 1,363,637, and a 51.00 increase in the initial public offering price would decrease the number of shares of our Class B common stock issuable upon conversion and reclassification of our Series E convertible preferred stock by 1,153,845; and • no exercise by the underwriters of their option to purchase additional shares. 16 Table of Content. Summary Consolidated Financial and Other Data The following summary consolidated statement of operations data for the years ended December 31, 2012, 2013, and 2014, and the consolidated balance sheet data as of December 31, 2013 and 2014, have been derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated statement of operations data for the nine months ended September 30, 2014 and 2015, and the consolidated balance sheet data as of September 30, 2015. have been derived from our unaudited interim consolidated financial statements and related http://www.sec.gov/A rehi vestedgaddata/1512673ANS1119312515369092/d937622dsla.htm[ 11/6/2015 7:37:12 AMJ CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0074789 CONFIDENTIAL SDNY_GM_00220973 EFTA01377638