A stock split is a type of transaction that involves changing the number of shares outstanding through
the issuance of additional shares.
Not exact matches
In the event the Company issues
shares of additional stock, subject to customary exceptions, after the preferred stock original issue date without consideration or for a consideration per
share less than the initial conversion price in effect immediately prior to such
issuance, then and in each such event the conversion price shall be reduced to a price equal to such conversion price multiplied by the following fraction:
Although the Company currently has no definitive plans for the
issuance of any
additional authorized
shares, the
The Company's
issuance of shares of common stock, including the
additional shares that will be authorized if the proposal is adopted, may dilute the equity ownership position
of current holders
of common stock and may be made without stockholder approval, unless otherwise required by applicable laws or NYSE regulations.
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.
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.»
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.
In addition, based on the fair value
of the
shares of common stock
of the Company at the time
of issuance, the Company recorded an
additional $ 100,000
of share based compensation expense related to the transaction.
Under the tax indemnity and
sharing agreement, we will have the ability to engage in certain otherwise prohibited transactions, such as
additional stock
issuances or stock repurchases during the restricted period, provided we first deliver to EHI a tax opinion acceptable to EHI that doing so will not adversely affect the tax - free treatment
of the separation.
Let's presume the (basic) offering gets completed (within the next week)-- that brings in an
additional 12.1 M
of (gross) cash, against the
issuance of another 17.3 M
shares.
Forward - looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level
of activity, performance or achievements
of the Company to be materially different from those expressed or implied by such forward - looking information, including but not limited to: risks related to changes in cryptocurrency prices; the estimation
of personnel and operating costs; general global markets and economic conditions; risks associated with uninsurable risks; risks associated with currency fluctuations; competition faced in securing experienced personnel with appropriate industry experience and expertise; risks associated with changes in the financial auditing and corporate governance standards applicable to cryptocurrencies and ICO's; risks related to potential conflicts
of interest; the reliance on key personnel; financing, capitalization and liquidity risks including the risk that the financing necessary to fund continued development
of the Company's business plan may not be available on satisfactory terms, or at all; the risk
of potential dilution through the
issuance of additional common
shares of the Company; the risk
of litigation.