1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock
|
Â
(1)(2)
|
Â
(1)(2)
|
Class A Common Stock
(2)
|
270,000
|
$
(1)
(2)
|
D
|
Â
|
Series B Convertible Preferred Stock
|
Â
(3)
|
Â
(3)
|
Class B Common Stock
(1)
(2)
|
200,000
|
$
(3)
|
D
|
Â
|
Series C Convertible Preferred Stock
|
Â
(3)
|
Â
(3)
|
Class B Common Stock
(1)
(2)
|
43,290
|
$
(3)
|
D
|
Â
|
Series D Convertible Preferred Stock
|
Â
(3)
|
Â
(3)
|
Class B Common Stock
(1)
(2)
|
43,290
|
$
(3)
|
D
|
Â
|
Series E Convertible Preferred Stock
|
Â
(3)
|
Â
(3)
|
Class B Common Stock
(1)
(2)
|
38,043
|
$
(3)
|
D
|
Â
|
Series F Convertible Preferred Stock
|
Â
(3)
|
Â
(3)
|
Class B Common Stock
(1)
(2)
|
22,624
|
$
(3)
|
I
|
By Daniel Battle
(4)
|
Series F Convertible Preferred Stock
|
Â
(3)
|
Â
(3)
|
Class B Common Stock
(1)
(2)
|
22,624
|
$
(3)
|
I
|
By Emily Battle
(4)
|
Series F Convertible Preferred Stock
|
Â
(3)
|
Â
(3)
|
Class B Common Stock
(1)
(2)
|
22,624
|
$
(3)
|
I
|
By Catherine McNelley
(4)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, which occurs after the closing of the Issuer's initial public offering (the "IPO"), except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date. |
(2) |
All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stock have no expiration date. |
(3) |
Each share of convertible preferred stock will be automatically converted into one (1) share of Class B Common Stock immediately prior to the closing of the IPO, and has no expiration date. |
(4) |
Mr. Battle disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |