In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except for transfers to existing holders of Class B common stock and certain other transfers described in our amended and restated certificate of incorporation, or upon the affirmative vote of a majority of the voting power of
the outstanding shares of our Class B common stock, voting separately as a class.
When the shares of our Class B common stock represent less than 5 % of combined voting power of our Class A common stock and Class B common stock, the then -
outstanding shares of Class B common stock will automatically convert into shares of Class A common stock.
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.
All outstanding shares of our Class B common stock will convert into shares of our Class A common stock when the shares of our Class B common stock represent less than 5 % of the combined voting power of our Class A common stock and Class B common stock.
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 the date of this SAI, no shareholder (s) of record owned 5 % or more of
the outstanding shares of each class of the Fund.
In order to approve the election of directors, the affirmative vote of a plurality of
all outstanding shares of our Class A Common Stock is required.
The liquidation will not be put to a shareholder vote as «the affirmative vote of holders of a majority of
all outstanding shares of our Class A Common Stock is required.
Not exact matches
If the business is a corporation, «at least 51 percent
of each
class of voting stock and 51 percent
of the aggregate
of all
outstanding shares of stock must be unconditionally owned by an individual (s) determined by SBA to be socially and economically disadvantaged,» stated the Small Business Administration.
The total number
of shares issued and
outstanding as
of March 31, 2018 was 327,690,428 including 289,805,769
Class A
shares, 37,884,658
Class B
shares, and one Priority
share and excluding 2,625,886
Class A
shares held in treasury and all
Class C
shares outstanding solely as a result
of the conversion
of Class B
shares into
Class A
shares.
Consists
of (i) 9,809,637
shares of Class C capital stock to be issued upon exercise
of outstanding stock options and vesting
of outstanding GSUs that were distributed as a dividend to the issued and
outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split; and (ii) 11,913,110
shares of Class C capital stock to be issued upon conversion
of GSUs that were granted under our 2012 Stock Plan during 2014.
Consists
of shares of Class C capital stock to be issued upon exercise
of outstanding stock options and vesting
of outstanding GSUs that were distributed as a dividend to the issued and
outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split 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.
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.
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.
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
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.
The administrator will have the authority to amend, suspend, or terminate our ESPP, except that, subject to certain exceptions described in our ESPP, no such action may adversely affect any
outstanding rights to purchase
shares of our
Class A common stock under our ESPP.
The exercise
of outstanding options to purchase
shares of our
Class A common stock will result in further dilution.
106,133,176
shares of our
Class B common stock issuable upon the exercise
of options to purchase
shares of our
Class B common stock
outstanding as
of September 30, 2015, with a weighted - average exercise price
of $ 6.95 per
share;
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.
Upon effectiveness
of that registration statement, subject to the satisfaction
of applicable exercise periods, the expiration or waiver
of the market standoff agreements and lock - up agreements referred to above, and applicable volume restrictions and other restrictions that apply to affiliates, the
shares of our capital stock issued upon exercise
of outstanding options to purchase
shares of our
Class A common stock will be available for immediate resale in the United States in the open market.
Following the expiration
of the lock - up agreements referred to above, stockholders owning an aggregate
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) can require us to register
shares of our capital stock owned by them for public sale in the United States.
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.
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.
Pursuant to the Amalgamation, Huayra and Angel AcquisitionCo will amalgamate and the amalgamated company will become a wholly - owned subsidiary
of Angel and Angel will acquire all
of the 40,388,565
Class A common
shares of Huayra that are expected to be issued and
outstanding immediately prior to the implementation
of the Amalgamation in exchange for a like number
of post-Subdivision common
shares of Angel at a deemed issue price per
share of not less than Cdn.
As
of March 31, 2014, we had
outstanding options to purchase an aggregate
of LLC Units that are exchangeable on a one - for - one basis for
shares of our
Class A common stock and LLC Units issuable upon the vesting
of RSUs that are exchangeable on a one - for - one basis for
shares of our
Class A common stock issuable upon the vesting
of RSUs.
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).
Over time, as public investors adjust their portfolios by selling out
of the company, the number
of outstanding Class B
shares accordingly falls.
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.
shares by which the
share reserve may increase automatically each year, (3) the
class and maximum number
of shares that may be issued on the exercise
of incentive stock options, (4) the
class and maximum number
of shares subject to stock awards that can be granted in a calendar year (as established under the 2017 Plan under Section 162 (m)
of the Code), and (5) the
class and number
of shares and exercise price, strike price, or purchase price, if applicable,
of all
outstanding stock awards.
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.
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;
in the case
of our directors, officers, and security holders, (i) the receipt by the locked - up party from us
of shares of Class A common stock or
Class B common stock upon (A) the exercise or settlement
of stock options or RSUs granted under a stock incentive plan or other equity award plan described in this prospectus or (B) the exercise
of warrants
outstanding and which are described in this prospectus, or (ii) the transfer
of shares of Class A common stock,
Class B common stock, or any securities convertible into
Class A common stock or
Class B common stock upon a vesting or settlement event
of our securities or upon the exercise
of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount
of cash needed for the payment
of taxes, including estimated taxes, due as a result
of such vesting or exercise whether by means
of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender
of outstanding stock options or warrants (or the
Class A common stock or
Class B common stock issuable upon the exercise thereof) to us and our cancellation
of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case
of (i), the
shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case
of (ii), any filings under Section 16 (a)
of the Exchange Act, or any other public filing or disclosure
of such transfer by or on behalf
of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer
of shares or securities was solely to us pursuant to the circumstances described in this bullet point;
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;
No participant will have the right to purchase
shares of our
Class A common stock in an amount, when aggregated with purchase rights under all our employee stock purchase plans that are also in effect in the same calendar year, that have a fair market value
of more than $ 25,000, determined as
of the first day
of the applicable purchase period, for each calendar year in which that right is
outstanding.
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.
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.
The number
of shares of our
Class A common stock
outstanding after this offering as shown in the tables above is based on the number
of shares outstanding as
of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 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 (i) 2,689,486
shares of Class A common stock issuable upon the 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 --
Based on
shares outstanding as
of December 31, 2016, on the closing
of this offering, we will have
outstanding a total
of shares of Class A common stock,
shares of Class B common stock, and
shares of Class C common stock, assuming no exercise
of outstanding options, and after giving effect to the conversion
of all
outstanding shares of our preferred stock into
shares of Class B common stock on the closing
of this offering and the sale
of Class A common stock by the selling stockholders in this offering.
31,619,974
shares of our
Class B common stock issuable upon the exercise
of options to purchase
shares of our
Class B common stock
outstanding as
of March 31, 2015, with a weighted - average exercise price
of $ 3.29 per
share;
In addition, as
of March 31, 2015, we had options
outstanding that, if fully exercised, would result in the issuance
of 31,619,974
shares of Class B common stock.
The number
of shares of our
Class A common stock
outstanding after this offering as shown in the tables above is based on the number
of shares outstanding as
of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes
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 (i)
shares of Class A common stock issuable upon the 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
Assuming the conversion
of all
outstanding shares of our convertible preferred stock into
shares of our
Class B common stock, which will occur immediately prior to the completion
of this offering, as
of March 31, 2015, there were
outstanding:
The Series FP automatically converts to
Class B common stock on the affirmative election
of the holders
of a majority
of the
outstanding shares of the Series FP.
The pro forma column reflects (a) the redesignation
of our
outstanding common stock as
Class B common stock in 2015, (b) the automatic conversion
of all
shares of our convertible preferred stock
outstanding as
of March 31, 2015 into
shares of our
Class B common stock, (c) the automatic conversion
of the convertible preferred stock warrants to
Class B common stock warrants, and the resulting remeasurement and assumed reclassification
of the redeemable convertible preferred stock warrant liability to additional paid - in capital, and (d) the filing and effectiveness
of our restated certificate
of incorporation.
The trustee holder
of the special
Class A voting stock and the special
Class B voting stock has the right to cast a number
of votes equal to the number
of then
outstanding Class A exchangeable
shares and
Class B exchangeable
shares, respectively.
We intend to file one or more registration statements on Form S - 8 under the Securities Act to register all
shares of Class A common stock (i) subject to
outstanding stock options granted in connection with this offering, (ii) issued or issuable under our stock plans and (iii) issued to the Former UAR Plan Participants.