Share Classes: This Prospectus describes two
classes of shares offered by each Fund: Investor Class shares and Institutional Class shares.
In technology start - ups,
the class of shares offered to investors is typically created as part of the financing and will be tailored to the investors» needs.
Not exact matches
Many plans, particularly those at large companies,
offer access to inexpensive R
share classes of mutual funds.
Zillow dropped more major news on Monday, announcing that it plans to
offer 2.5 million
shares of its
Class A common stock in an underwritten public
offering.
Wearable camera maker GoPro Inc announced a follow - on
offering of $ 800 million
of Class A
shares, with its chief executive saying he plans to sell a portion
of his holdings in the company.
SABMiller's strategic shareholders, who hold 41 %
of the company's stock, would receive a lower
offer worth 37.49 a
share paid overwhelmingly in the form
of a new
class of unlisted
share with a five - year lock - up period (a premium
of only 28 %).
Facebook is
offering 180 million
shares of Class A common stock and selling stockholders are
offering 241,233,615
shares of Class A common stock.
As
of June 30, 2015, there were no
shares of our
Class A common stock and 291,005,896
shares of our
Class B common stock outstanding, held by 611 stockholders
of record, and no
shares of our preferred stock outstanding, assuming the automatic conversion and reclassification
of all outstanding
shares of our convertible preferred stock into
shares of our
Class B common stock effective immediately prior to the completion
of this
offering.
When Facebook staged its initial public
offering six years ago, it implemented a dual -
class share structure that means Zuckerberg personally controls a majority
of the voting stock even though other investors own the majority
of the financial value
of the company.
As
of December 31, 2010, we also had outstanding options to acquire 15,202,015
shares of common stock held by employees, directors and consultants, all
of which will become options to acquire an equivalent number
of shares of Class B common stock, immediately prior to the completion
of this
offering.
Based on the number
of shares outstanding as
of December 31, 2010, upon the completion
of this
offering,
shares of Class A common stock and 88,955,943
shares of Class B common stock will be outstanding, assuming no exercise
of the underwriters» over-allotment option and no exercise
of outstanding options.
As part
of the listing, which could come as soon as June, Xiaomi will
offer dual -
class shares, which allow for weighted voting rights.
As
of December 31, 2010, we had outstanding 45,647,201
shares of preferred stock, all
of which will be converted into an equivalent number
of shares of Class B common stock immediately prior to the completion
of this
offering.
Therefore, if you purchase
shares of our
Class A common stock in this
offering, you will experience immediate dilution
of $ per
share, the difference between the price per
share you pay for our
Class A common stock and its pro forma net tangible book value per
share as
of September 30, 2010, after giving effect to the issuance
of shares of our
Class A common stock in this
offering.
In addition, investors purchasing
shares of our
Class A common stock from us in this
offering will have contributed %
of the total consideration paid to us by all stockholders who purchased
shares of our
Class A common stock, in exchange for acquiring approximately %
of the outstanding
shares of our
Class A common stock as
of, 2015, after giving effect to this
offering.
Furthermore, investors purchasing
shares of our
Class A common stock in this
offering will only own approximately %
of our outstanding
shares of Class A and
Class B common stock (and have %
of the combined voting power
of the outstanding
shares of our
Class A and
Class B common stock), after the
offering even though their aggregate investment will represent %
of the total consideration received by us in connection with all initial sales
of shares of our capital stock outstanding as
of September 30, 2010, after giving effect to the issuance
of shares of our
Class A common stock in this
offering and
shares of our
Class A common stock to be sold by certain selling stockholders.
We
offer many ways for you to combine your current purchase
of Class A fund
shares with other existing Franklin Templeton fund
shares that might enable you to qualify for a lower sales charge with your current purchase.
Fluctuations in the market price
of our
Class A common stock could cause you to lose all or part
of your investment because you may not be able to sell your
shares at or above the price you paid in this
offering.
Participants will be able to end their participation at any time during an
offering period and will be paid their accrued contributions that have not yet been used to purchase
shares of our
Class A common stock.
Dilution in pro forma net tangible book value per
share to investors purchasing
shares of our
Class A common stock in this
offering represents the difference between the amount per
share paid by investors purchasing
shares of our
Class A common stock in this
offering and the pro forma as adjusted net tangible book value per
share of our
Class A common stock immediately after completion
of this
offering.
Any reserved
shares not so purchased will be
offered by the underwriters to the general public on the same terms as the other
shares of Class A common stock
offered hereby.
In addition, investors purchasing
shares of our
Class A common stock from us in this
offering will have contributed 29.8 %
of the total consideration paid to us by all stockholders who purchased
shares of our common stock, in exchange for acquiring approximately 8.4 %
of the outstanding
shares of our
Class A common stock as
of September 30, 2015, after giving effect to this
offering.
As
of September 30, 2015, there were no
shares of our
Class A common stock and 297,294,713
shares of our
Class B common stock outstanding, held by 665 stockholders
of record, and no
shares of our preferred stock outstanding, assuming the automatic conversion and reclassification
of all outstanding
shares of our convertible preferred stock into
shares of our
Class B common stock effective immediately prior to the completion
of this
offering.
Zynga, Groupon and GoPro
offered multiple
classes of shares to their investors and are each down at least 60 percent from their IPOs.
Upon the consummation
of the initial public
offering contemplated by the Company, all
of the outstanding
shares of convertible preferred stock will automatically convert into
shares of Class B common stock.
Under the terms
of the exchange
offer, Intimate Brands shareholders are entitled to receive 1.10
shares of L Brands common stock in a tax - free exchange for each outstanding
share of Intimate Brands
Class A common stock tendered.
2,816,100
shares of our
Class A common stock issuable upon the exercise
of options to purchase
shares of our
Class A common stock granted after September 30, 2015 under our 2015 Equity Incentive Plan, 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;
The purchase price
of the
shares will be 85 %
of the lower
of the fair market value
of our
Class A common stock on the first trading day
of each
offering period or on the exercise date.
After the completion
of this
offering, the holders
of up to 248,396,604
shares of our
Class B common stock (including
shares issuable pursuant to the exercise
of warrants to purchase
shares of our capital stock that were outstanding as
of September 30, 2015) will be entitled to certain «piggyback» registration rights.
The
offering of Class A common
shares is expected to start in the next couple
of weeks and close by November, a company spokesman told Reuters.
Conversion Rights — All convertible preferred stock will be automatically converted into common stock upon (i) the closing
of an underwritten public
offering of shares of common stock
of the Company at a public
offering price per
share that provides at least $ 100 million in aggregate gross proceeds or (ii) approval
of at least (a) holders
of 66 %
of the Series A convertible preferred stock, voting as a single
class on an as - converted basis; (b) holders
of a majority
of the Series B convertible preferred stock, voting as a single
class on an as - converted basis; (c) holders
of a majority
of the Series D convertible preferred stock, voting as a single
class on an as - converted basis; and (d) the holders
of at least a majority
of the then outstanding
shares of convertible preferred stock (voting together as a single
class and not a separate series, and on an as - converted basis).
The company raised about $ 731.5 million by selling 22.4 million
of the 36.6 million
class A
shares offered.
He is also the author
of several IGOPP policy papers, which
offer new perspectives on a range
of controversial issues including: Dual -
class voting
shares, Corporate Citizenship, The place
of women on boards
of directors, Say - on - Pay by shareholders, The Gordian knot
of executive compensation, The Troubling Case
of Proxy Advisors, among others.
Returns at public
offering price (after sales charge) for
class A and
class M
shares reflect the current maximum initial sales charges
of 5.75 % and 3.50 % for equity funds and Putnam Multi-Asset Absolute Return Fund, and 4.00 % and 3.25 % for income funds (1.00 % and 0.75 % for Putnam Floating Rate Income Fund, Putnam Absolute Return 100 Fund, Putnam Fixed Income Absolute Return Fund, and Putnam Short - Term Municipal Income Fund), respectively.
In connection with this
offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling
shares of Class A common stock in the open market for the purpose
of preventing or retarding a decline in the market price
of the
Class A common stock while this
offering is in progress.
on a pro forma basis, giving effect to (i) the automatic conversion
of all
of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of Class B common stock and the conversion
of Series FP preferred stock into
shares of Class C common stock in connection with our initial public
offering, (ii) stock - based compensation expense
of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied as
of December 31, 2016 and which we will recognize on the effectiveness
of our registration statement in connection with a qualifying initial public
offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital
of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per
share, which is the fair value
of our common stock as
of December 31, 2016, as we intend to issue
shares of Class A common stock and
Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance
of 7.6 million
shares of Class A common stock and 5.5 million
shares of Class B common stock that will vest and be issued from the settlement
of such RSUs, (v) the issuance
of the CEO award, as described below, and (vi) the filing and effectiveness
of our amended and restated certificate
of incorporation which will be in effect on the completion
of this
offering.
In addition to the non-employee director compensation policy, in connection with this
offering, we adopted a director stock ownership policy encouraging non-employee directors to hold
shares of our
Class A common stock with a value equal to at least one times the fair value
of the director's annual equity award.
in the case
of our directors, officers, and security holders, the conversion or reclassification
of our outstanding convertible preferred stock or other
classes of common stock into
shares of Class B common stock in connection with this
offering and the conversion
of Class B common stock to
Class A common stock in accordance with our restated certificate
of incorporation, provided that any such
shares of Class A common stock or
Class B common stock received upon such conversion or reclassification shall remain subject to the restrictions set forth above;
Each
offering will have one or more purchase dates on which
shares of our
Class A common stock will be purchased for employees participating in the
offering.
the conversion
of all outstanding warrants to purchase
shares of convertible preferred stock into warrants to purchase the same number
of shares of Class B common stock immediately prior to the completion
of this
offering;
The table above does not include (i) 5,952,917
shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting
of (x) 2,689,486
shares of Class A common stock issuable upon exercise
of options to purchase
shares of Class A common stock granted on the date
of this prospectus to our directors and certain employees, including the named executive officers, in connection with this
offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional
shares of Class A common stock reserved for future issuance and (ii) 24,269,792
shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange
of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
If any additional
shares of Class A common stock are purchased, the underwriters will
offer the additional
shares on the same terms as those on which the
shares are being
offered.
MCCI
Class A and
Class B exchangeable
shares offer substantially the same economic and voting rights as the respective
classes of common
shares of MCBC, as described in MCBC's annual proxy statement and Form 10 - K filings with the U.S. Securities and Exchange Commission.
If you purchase
shares of Class A common stock in this
offering, you will incur immediate and substantial dilution.
Nevertheless, sales
of substantial amounts
of our
Class A common stock, including
shares issued upon exercise
of outstanding stock options or warrants or settlement
of RSUs, in the public market following this
offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale
of our equity securities.
As a result
of this dilution, investors purchasing
shares of Class A common stock in this
offering may receive significantly less than the full purchase price that they paid for the stock purchased in this
offering in the event
of liquidation.
Prior to this
offering, there has been no public market for our
Class A common stock, and we can not predict the effect, if any, that market sales
of shares of our
Class A common stock or the availability
of shares of our
Class A common stock for sale will have on the market price
of our
Class A common stock prevailing from time to time.
The pro forma consolidated balance sheet data gives effect to (i) the automatic conversion
of all
of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of Class B common stock and the conversion
of Series FP preferred stock into
shares of Class C common stock in connection with our initial public
offering, (ii) stock - based compensation expense
of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied as
of December 31, 2016 and which we will recognize on the effectiveness
of our registration statement in connection with this
offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital
of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per
share, which is the fair value
of our common stock as
of December 31, 2016, as we intend to issue
shares of Class A common stock and
Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance
of 7.6 million
shares of Class A common stock and 5.5 million
shares of Class B common stock that will vest and be issued from the settlement
of such RSUs, (v) the issuance
of the CEO award, as described below, and (vi) the filing and effectiveness
of our amended and restated certificate
of incorporation which will be in effect on the completion
of this
offering.
Of these shares, only the shares of Class A common stock sold in this offering will be freely tradable, without restriction, in the public market immediately after the offerin
Of these
shares, only the
shares of Class A common stock sold in this offering will be freely tradable, without restriction, in the public market immediately after the offerin
of Class A common stock sold in this
offering will be freely tradable, without restriction, in the public market immediately after the
offering.
In connection with this
offering, the warrants to purchase
shares of our Series B and Series C convertible preferred stock will convert automatically into warrants to purchase a like number
of shares of our
Class B common stock.