EFTA01382770.pdf

X- I/A Table of Contents SHARES ELIGIBLE FOR FUTURE SALE General Prior to this offering, there has not been a public market for our Class A common stock, and we cannot predict what effect, if any. market sales of shares of Class A common stock or the availability of shares of Class A common stock for sale will have on the market price of our Class A common stock prevailing from time to time. Nevertheless, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options and upon the vesting of outstanding restricted stock and the settlement of outstanding RSUs. in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our Class A common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. See "Risk Factors—Risks Related to this Offering and Ownership of Our Class A Common Stock—Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our Class A common stock to decline." Upon consummation of this offering• we will have outstanding a total of 160.000,000 shares of Class A common stock and 719,030.067 shares of Class B common stock that are convertible by the holders thereof into an equal number of shares of Class A common stock automatically upon transfer, subject to certain exceptions. Of the outstanding shares, the 160,000,000 shares of Class A common stock sold in this offering (or 184.000.000 Alarm if the underwriters exercise in full their option to purchase additional shares) will be freely tradable without registration under the Securities Act and without restriction by persons other than our "affiliates" (as defined under Rule 144). In addition, options to purchase an aggregate of approximately 34,266,989 shares of our Class B common stock. 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 restricted stock units subject to vesting conditions will be outstanding as of the closing of this offering. The 719,030.067 shares of Class B common stock held or beneficially owned by KKR. certain of our directors and officers and other existing stockholders after this offering, which generally convert into an equal number of shares of Class A common stock upon sale or tranier, will be "restricted" securities under the meaning of Rule 144 and may not be sold in the absence of registration under the Securities Act, unless an exemption from registration is available, including the exemptions pursuant to Rule 144 and Rule 701 under the Securities Act. In addition, 71,182,033 shares and 6,327,292 shares of Class A common stock will be authorized and reserved for issuance in relation to potential future awards under the 2015 Omnibus Incentive Plan and the Employee Stock Purchase Plan, respectively, each to be adopted in connection with this offering. Any shares of Class B common stock subject to outstanding awards granted under the 2007 Equity Plan that, after the effective date of the 2015 Omnibus Incentive Plan. are forfeited. terminated. cancelled, expire unexetcised. withheld in payment of the exercise price or withheld to satisfy tax withholding obligations, which shares of Class B common stock will automatically be converted on a one-for-one basis into shares of Class A common stock, will also be subject to issuance under the 2015 Omnibus Incentive Plan. Upon the expiration of the lock-up agreements described below, 545,913,661 shares would be subject to volume, manner of sale and other limitations under Rule 144. Rule 144 In general, under Rule 144. as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person (or persons whose shares are aggregated) who is not deemed to be or have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of a prior owner other than an affiliate, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144. 230 http/Avuw.see.gov/Archi vecledgar/datant83980/000119312515334479/d31022dsla.htmill0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082250 CONFIDENTIAL SONY GM_00228434 EFTA01382770