On [●], 2015, the distribution date, each HP Co. stockholder will receive [●] share [s] of Hewlett Packard Enterprise common stock for each HP Co.
common share held at the close of business on the record date for the distribution, as described below.
NHF shareholders received one share of NXRT common stock for every three NHF
common shares held on the Record Date.
The Corporation's board of directors decided to issue convertible notes to address the cash flow issues, leading to substantial dilution the of
common shares held by any shareholder who did not subscribe to the notes.
Not exact matches
Initial market research will give you a better understanding of the field, including which search terms are
common, which websites
hold the most market
share and how popular businesses within the niche market themselves.
Vice and Moby
share a
common shareholder in 21st Century Fox (fox) and the Afghan company
holds a license from the U.S. Treasury's OFAC allowing it to expand into Iran — a market Vice wants to tap.
Yet analysts are lukewarm on the
shares; the most
common rating is
hold, according to FactSet data, with many raising flags about the company's swiftly surging valuation.
Under the terms of the merger agreement, Dell stockholders will receive $ 13.75 in cash for each
share of Dell
common stock they
hold, plus payment of a special cash dividend of $ 0.13 per
share to stockholders of record as of the close of business on Oct. 28, 2013, for total consideration of $ 13.88 per
share in cash.
I
hold no more than $ 50,000 (June 22, 2016 market value) in
common shares in any of these companies.
The number of
shares of our
common stock to be issued in connection with our corporate reorganization and upon exchange of the exchangeable
shares of Lulu Canadian
Holding, Inc. depends in part on the initial offering price and the date of our corporate reorganization.
As Weston
holds approximately 63 % of Loblaw's
common shares, Loblaw expects that the TSX will accept Weston's agreement to support the transaction as evidence of shareholder approval and not require Loblaw to
hold a shareholder meeting.
Consists of
shares of Class A
common stock to be issued upon exercise of outstanding stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility
Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility
Holdings, Inc. in May 2012.
The number of
shares of our
common stock to be issued in connection with our corporate reorganization and upon exchange of the exchangeable
common stock of Lulu Canadian
Holding depends in part on the initial offering price and the date of our corporate reorganization.
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.
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.
If you
hold your Salesforce
common stock through a broker, the broker may be prevented from voting
shares held in your brokerage account if you have not given the broker voting instructions with respect to your
shares (resulting in what is referred to as a «broker non-vote»).
THIS CARD WILL ALSO BE USED TO PROVIDE VOTING INSTRUCTIONS TO THE TRUSTEE FOR ANY
SHARES OF
COMMON STOCK OF INTERNATIONAL BUSINESS MACHINES CORPORATION
HELD IN THE IBM STOCK FUND INVESTMENT ALTERNATIVE UNDER THE IBM 401 (k) PLUS PLAN ON THE RECORD DATE, AS SET FORTH IN THE NOTICE OF 2016 ANNUAL MEETING AND PROXY STATEMENT.
Stockholders
sharing an address whose
shares of
common stock are
held by such entities, who now receive multiple copies of our proxy materials and who wish to receive only one copy of these materials per household, should contact their brokerage firm, bank, or other similar entity to request that only one set of these materials be delivered in the future.
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.
As of December 31, 2014, Dr. Summers
held 161,000 restricted
shares of our
common stock.
A mutual fund custodian usually maintains and
holds all records, sales redemptions and trades of the
share holders... A mutual fund custodian may but not always, act as the mutual fund transaction agent... Since a mutual fund is basically a pool of several funds and not one
common stock, it's essential that a 3rd party is involved to maintain, and oversee the funds operations...
As of December 31, 2014, none of our non-employee directors
held any outstanding equity awards to purchase
shares of our
common stock, other than Messrs. McKelvey and Viniar and Dr. Summers as described below.
This discussion assumes that a non-U.S. holder
holds shares of our Class A
common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property
held for investment).
Accordingly, prospective investors should consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income, and other tax considerations of acquiring,
holding, and disposing of
shares of our Class A
common stock.
Today, Azria and his wife
hold only about 20 percent of BCBG's
common shares.
The Firefighters» Pension System of the City of Kansas City, Missouri, Trust, 414 East 12th Street, Kansas City, MO 64106, which
held 100
shares of our
common stock on November 7, 2008; along with the following co-filers: Miami Fire Fighters» Relief and Pension Fund, 2980 N.W. South River Drive, Miami, FL 33125 - 1146, which
held 10,785
shares of our
common stock on November 8, 2008; and the City of Philadelphia Public Employees Retirement System, Two Penn Center Plaza, 16th Floor,
We have made the proxy materials available to you over the internet or, in some cases, mailed you paper copies of these materials because the Board is soliciting your proxy to vote your
shares of our
common stock at the annual meeting to be
held on Tuesday, April 27, 2010 or at any adjournments or postponements of this meeting.
Persons that for U.S. federal income tax purposes are treated as a partner in a partnership
holding shares of our Class A
common stock should consult their tax advisors.
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes
holds shares of our
common stock, the tax treatment of a person treated as a partner generally will depend on the status of the partner and the activities of the partnership.
Following the reorganization transactions, (1) each of SLP III, SLTA III, and SLP Technology will
hold a number of LLC Units equal to its pro rata allocation of the number of LLC Units previously
held by SLP GD, and (2) SLKF I will
hold a number of
shares of Class A
common stock equal to its pro rata allocation of the number LLC Units beneficially owned indirectly by SLP III Kingdom Feeder Corp..
Holders of certificates representing pre-split
shares of the Fund's
common stock will receive, upon surrender of their certificates representing such pre-split
shares, uncertificated post-split
shares of the Fund's
common stock (i.e., a stockholder's
holdings of post-split
shares will be reflected only in the Fund's record books).
The New York City Employees» Retirement System; the New York City Fire Department Pension Fund; the New York City Teachers» Retirement System; the New York City Police Pension Fund; and the New York Board of Education Retirement System, as joint filers (NYC Retirement System), c / o The City of New York, Officer of the Comptroller, 633 Third Avenue, 31st Floor, New York, New York 10017, which in the aggregate
held 12,707,578
shares of
common stock on November 15, 2011, the New York State Common Retirement Fund, whose address is the same as that of the NYC Retirement System, which held 19,560,008 shares of common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual me
common stock on November 15, 2011, the New York State
Common Retirement Fund, whose address is the same as that of the NYC Retirement System, which held 19,560,008 shares of common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual me
Common Retirement Fund, whose address is the same as that of the NYC Retirement System, which
held 19,560,008
shares of
common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual me
common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate
held 928,927
shares of
common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual me
common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual meeting.
For not
holding that many names we seem to
share quite a few stocks in
common.
Norges Bank Investment Management, a division of Norges Bank, the central bank of the Government of Norway, P.O. Box 1179 Sentrum, 0107 Oslo, Norway, which
held on November 22, 2011,
shares of
common stock having a market value of at least $ 2,000, intends to submit a resolution to stockholders for approval at the annual meeting.
Common shares are ordinary company shares most commonly held by founders and employees, although there are plenty of exceptions where early investors have also invested into the common s
Common shares are ordinary company
shares most commonly
held by founders and employees, although there are plenty of exceptions where early investors have also invested into the
common s
common shares.
It is important that your
shares of our
common stock be represented at the Annual Meeting, regardless of the number of
shares that you
hold.
Consists of 65,799,720
shares of Class B
common stock and 65,799,720
shares of Class A
common stock
held by Benchmark Capital Partners VII, L.P. Benchmark Capital Management Co..
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.
Consists of 293,638,510
shares of Class A
common stock, 79,034,360
shares of Class B
common stock, and 215,887,848
shares of Class C
common stock
held by our current directors and executive officers, 3,373,332
shares of Class A
common stock and 3,373,332
shares of Class B
common stock issuable under outstanding stock options exercisable within 60 days of December 31, 2016, and RSUs for 3,609,706
shares of Class A
common stock and RSUs for 3,501,718
shares of Class B
common stock which are subject to vesting conditions expected to occur within 60 days of December 31, 2016.
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.»
Of these
shares, all
shares of
common stock sold in this offering by us and the selling stockholders, plus any
shares sold upon exercise of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these
shares are
held by «affiliates,» as that term is defined in Rule 144 under the Securities Act.
After payment of the full liquidation preference of the Series A, Series A-1, Series B, and Series C, the entire remaining amounts legally available for distribution will be distributed to the holders of our
common stock pro rata based on the number of
shares held by each holder.
You will experience additional dilution when those
holding options exercise their right to purchase
common stock under our equity incentive plans, when RSUs vest and settle, when we issue restricted stock to our employees under our equity incentive plans, or when we otherwise issue additional
shares of our
common stock.
In addition, in connection with this offering, we adopted an executive stock ownership policy encouraging Mr. Garutti and Mr. Uttz to
hold shares of our
common stock with a value equal to two and one times each of their annual base salaries, respectively.
The SSE
Holdings LLC Agreement will also reflect a split of LLC Interests such that one LLC Interest can be acquired with the net proceeds received in the initial offering from the sale of one
share of our Class A
common stock.
If you own
common stock in street name and do not either provide voting instructions or vote at the Annual Meeting, the institution that
holds your
shares may nevertheless vote your
shares on your behalf with respect to the ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2018, but can not vote your
shares on any other matters being considered at the meeting.
In addition, we intend to adopt an executive stock ownership policy encouraging Mr. Garutti and Mr. Uttz to
hold shares of our
common stock with a value equal to two and one times each of their annual base salaries, respectively.
The SSE
Holdings LLC Agreement will also reflect a split of LLC Interests such that one LLC Interest can be acquired with the net proceeds received in the initial offering from the sale of one
share of our Class A
common stock, after the deduction of underwriting discounts and commissions.
Given the absence of a public trading market of our
common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately -
Held Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate of fair value of our
common stock, including independent third - party valuations of our
common stock; the prices at which we sold
shares of our convertible preferred stock to outside investors in arms - length transactions; the rights, preferences, and privileges of our convertible preferred stock relative to those of our
common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack of marketability of our
common stock; the hiring of key personnel and the experience of our management; the introduction of new products; our stage of development and material risks related to our business; the fact that the option grants involve illiquid securities in a private company; the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic outlook.
Brokerage firms and other intermediaries
holding shares of our
common stock in street name for their customers are generally required to vote such
shares in the manner directed by their customers.
In addition to the non-employee director compensation policy, we intend to adopt 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.