Not exact matches
In November 2009, Facebook's board
of directors voted to establish a dual -
class stock structure, moving the existing shareholders stock from Class A to Class B shares, which carry 10 times the voting p
class stock structure, moving the existing shareholders
stock from
Class A to Class B shares, which carry 10 times the voting p
Class A to
Class B shares, which carry 10 times the voting p
Class B shares,
which carry 10 times the voting power.
His last open letter to shareholders makes the point clearly about investing in creating value — «Berkshire's gain in net worth during 2016 was $ 27.5 billion,
which increased the per - share book value
of both our
Class A and
Class B
stock by 10.7 %.
Stock market Stronach had little incentive to eliminate its dual -
class share structure,
which allowed him to control the company despite holding less than 1 %
of its equity.
Buffett's gift included 18.63 million
Class B shares
of his company's
stock,
which carried a value
of $ 170.25 each at the market's close on Monday.
That means that Zynga will no longer be a «controlled company» with a dual
class stock structure in
which Pincus wields 70 %
of the voting power.
Actually, blame it on the explosion in Internet - company
stocks,
which has spawned a new
class of equity - hungry managers.
Coinbase is not the first to offer a cryptocurrency index fund,
which passively invests in a basket
of digital assets the same way
stock market investors can buy a broad S&P 500 fund, allowing investors to get exposure to the asset
class without directly owning Bitcoin and its peers.
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
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
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
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
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
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
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
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
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
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
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
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 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.
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 future value
of our
Class A common
stock will depend to a large degree on our business and financial performance, and we can not assure you that the price
of our
Class A common
stock will equal or exceed the price at
which our securities have traded on these private secondary markets.
Our quarterly results
of operations and operating metrics fluctuate significantly and are unpredictable and subject to seasonality,
which could result in the trading price
of our
Class A common
stock being unpredictable or declining.
These holders
of our
Class B common
stock may have interests that differ from yours and may vote in a way with
which you disagree and
which may be adverse to your interests.
The Board or the HRC or the GNC may modify, suspend, or terminate the LTICP but may not, without the prior approval
of our stockholders, make any change to the LTICP that increases the total amount
of common
stock which may be awarded (except to reflect changes in capitalization), increases the individual maximum award limits (except to reflect changes in capitalization), changes the
class of team members or directors eligible to participate, extends the duration
of the LTICP, reduces the exercise price
of or reprices outstanding
stock options or
stock appreciation rights, waives the LTICP's minimum time period requirements for vesting and lapse
of restrictions for restricted
stock or RSRs, or otherwise amends the LTICP in any manner requiring stockholder approval by law or under the NYSE listing requirements.
This could spur some
stock investors to trim their exposure and rotate into other asset
classes, including not just bonds but also precious metals,
which I believe might help gold revisit resistance from its 2016 high
of $ 1,374 an ounce.
We have benefited from this year's rally in
stocks and bonds (our Multi Asset Risk Strategy ETF Model Portfolio has a Sharpe ratio
of over 3 this year — and that's with no leverage), but we are managing our risk by incorporating asset
classes such as gold through the iShares Gold Trust (IAU); liquid alternatives through the IQ Hedge Multi-Strategy Tracker ETF (QAI), long - dated Treasuries through the iShares 20 + Year Treasury Bond ETF (TLT)-- each
of which diversify our portfolio risk and carry well within an ETF portfolio construct.
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.
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.
Keep in mind the goals
of diversifying among market segments,
which is to reduce the major risks
of the major asset
classes (
stock market risk for
stocks and interest rate risk for bonds).
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;
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.
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.
The plan administrator determines the purchase price or strike price for a
stock appreciation right,
which generally can not be less than 100 %
of the fair market value
of our
Class A common
stock on the date
of grant.
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.
5,897,398 shares
of Class B common
stock reserved for future issuance under our 2007 Plan as
of March 31, 2015 (
which reserve does not reflect the options to purchase shares
of Class B common
stock granted after March 31, 2015); and
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.
We also intend to enter into a Registration Rights Agreement pursuant to
which the shares
of Class A common
stock issued to the Continuing SSE Equity Owners upon redemption
of LLC Interests and the shares
of Class A common
stock issued to the Former SSE Equity Owners in connection with the Transactions will be eligible for resale, subject to certain limitations set forth therein.
The market price
of our
Class A common
stock may fluctuate or decline significantly in response to numerous factors, many
of which are beyond our control, including:
On the closing
of this offering, our CEO will receive an RSU award, the CEO award, for shares
of Series FP preferred
stock,
which will become an RSU covering an equivalent number
of shares
of Class C common
stock on the closing
of this offering.
If one or more
of these analysts cease to cover our
Class A common
stock, we could lose visibility in the market for our
stock,
which in turn could cause our
Class A common
stock price to decline.
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:
For the initial offering,
which we expect will commence on the execution and delivery
of the underwriting agreement relating to this offering, the fair market value on the first day
of the offering period will be the price at
which shares
of Class A common
stock are first sold to the public.
On the closing
of this offering, our CEO will receive an RSU award, or the CEO award, for shares
of Series FP preferred
stock,
which will become an RSU covering an equivalent number
of shares
of Class C common
stock on the closing
of this offering.
5,897,398 shares
of Class B common
stock reserved for future issuance under our Amended and Restated 2007 Stock Plan, as amended, or 2007 Plan, as of March 31, 2015 (which reserve does not reflect the options to purchase shares of Class B common stock granted after March 31, 2015)
stock reserved for future issuance under our Amended and Restated 2007
Stock Plan, as amended, or 2007 Plan, as of March 31, 2015 (which reserve does not reflect the options to purchase shares of Class B common stock granted after March 31, 2015)
Stock Plan, as amended, or 2007 Plan, as
of March 31, 2015 (
which reserve does not reflect the options to purchase shares
of Class B common
stock granted after March 31, 2015)
stock granted after March 31, 2015); and
The BEV,
which was derived from the proposed tender offer transaction price
of $ 17.00 per share
of our common
stock and
Class A junior preferred
stock, was then allocated to our capital structure using the Black -
Before the end
of April, when the market started its gut - wrenching descent, «the combination
of return generation and risk diversification was part
of a broader virtuous circle for fixed income,
which also included significant inflows to the asset
class and direct support from central banks,» El - Erian writes at the start
of his viewpoint, noting that in addition to delivering solid returns with lower volatility relative to
stocks, the inclusion
of fixed income in diversified asset allocations also helped to reduce overall portfolio risk.
When a LLC Unit is exchanged by a Continuing LLC Owner (
which we would generally expect to occur in connection with a sale or other transfer), a corresponding share
of Class B common
stock held by the exchanging owner is also exchanged and will be cancelled.
The 2017 filing shows he also owns about 19 million shares
of Alphabet
Class C
stock,
which are also traded.
Under the first
of those agreements, we generally will be required to pay to the Continuing LLC Owners approximately 85 %
of the applicable savings, if any, in income tax that we are deemed to realize (using the actual applicable U.S. federal income tax rate and an assumed combined state and local income tax rate) as a result
of (1) certain tax attributes that are created as a result
of the exchanges
of their LLC Units for shares
of our
Class A common
stock, (2) any existing tax attributes associated with their LLC Units the benefit
of which is allocable to us as a result
of the exchanges
of their LLC Units for shares
of our
Class A common
stock (including the portion
of Desert Newco's existing tax basis in its assets that is allocable to the LLC Units that are exchanged), (3) tax benefits related to imputed interest and (4) payments under such TRA.
The BEV,
which was derived from the tender offer transaction price
of $ 17.00 per share
of our common
stock and
Class A junior preferred
stock, was then allocated to our capital structure using the Black - Scholes option - pricing model.
In the George W. Bush administration, changes in accounting regulations and Federal policies made granting
of broad - based
stock options and restricted and other
stock grants to employees in high technology and other companies less attractive,
which led to a huge drop in employee share ownership among the middle
class in those companies and industries.
«Berkshire's gain in net worth during 2017 was $ 65.3 billion,
which increased the per - share book value
of both our
Class A and
Class B
stock by 23 %.
«Berkshire's gain in net worth during 2017 was $ 65.3 billion,
which increased the per - share book value
of both our
Class A and
Class B
stock by 23 %... A large portion
of our gain did not come from anything we accomplished at Berkshire.
Per the filing, «Each paired share is comprised
of one share
of common
stock of Extended Stay America and one share
of Class B common
stock of ESH Hospitality,
which shares are paired and traded as a single unit.
Qudian,
which was born out
of student - based Qufenqi, is facing potential
class - action lawsuits in the US after drastic tumble
of its
stock price.
While the committee grilled Zuckerberg about why he wanted a special
class of stock, Andreessen sent the CEO text messages to explain
which of his arguments weren't working and why, according to messages quoted in court filings.
The Balanced Asset
Class Index
which included large caps, small caps, value
stocks and bonds fared much better than the all -
stock options and outperformed the other options over the full cycle 4 out
of 5 times.