Stockholders' Deficit | Stockholders’ Deficit Common Stock There are two classes of common stock that total 1,500,000,000 authorized shares: 1,000,000,000 authorized shares of Class A common stock and 500,000,000 authorized shares of Class B common stock. There are 91,685,723 shares of Class A common stock and 71,785,101 shares of Class B common stock issued and outstanding as of April 30, 2021. Stock Plans The Company has a 2009 Stock Plan (the “2009 Plan”), a 2012 Amended and Restated Stock Plan (the “2012 Plan”), and a 2020 Equity Incentive Plan (the “2020 Plan”). Each plan was initially established to grant equity awards to employees and consultants of the Company to assist in attracting, retaining, and motivating employees and consultants and to provide incentives to promote the success of the Company’s business. Options granted under each of the plans may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. Restricted stock units may also be granted under the 2012 Plan and the 2020 Plan. Options under the 2012 and 2020 Plans may be granted for periods of up to 10 years. The exercise price of ISOs and NSOs shall not be less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors (the “Board of Directors”). Options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the vesting commencement date and 1/48 per month thereafter. The Company has also issued RSUs pursuant to the 2012 Plan and 2020 Plan. RSUs granted generally vest on a predefined rate over a period of four years contingent upon continuous service. Shares of common stock purchased under the 2012 Plan and the 2020 Plan plans are subject to certain restrictions and repurchase rights, including the right of first refusal by the Company for sale or transfer of shares to outside parties. Stock Options Option activity under the Company’s combined stock plans is set forth below (in thousands, except years and per share data): Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual (in years) Aggregate Intrinsic Value Balances at January 31, 2021 22,340 $ 2.85 6.9 $ 726,455 Options granted — — Options exercised (1,380) 2.16 Options canceled (269) 4.51 Balances at April 30, 2021 20,691 $ 2.88 6.7 $ 629,865 Vested and exercisable at April 30, 2021 12,124 $ 2.15 6.0 $ 377,915 Vested and expected to vest at April 30, 2021 21,239 $ 2.92 6.8 $ 645,758 The weighted-average grant-date fair value of options granted and the total intrinsic value of options exercised during the periods presented were as follows: Three Months Ended April 30, 2021 2020 Weighted-average grant-date fair value per share N/A $ 6.77 Aggregate intrinsic value of options exercised (in thousands) $ 42,175 $ 5,089 Early Exercise of Employee Options The 2009 Plan and 2012 Plan allow for the early exercise of stock options. The consideration received for an early exercise of an option is considered to be a deposit of the exercise price, and the related dollar amount is recorded as a liability and reflected in accrued expenses and other current liabilities and other liabilities in the condensed consolidated balance sheets. This liability is reclassified to additional paid-in capital as the awards vest. If a stock option is early exercised, the unvested shares may be repurchased by the Company in case of employment termination at the price paid by the purchaser for such shares. Shares that were subject to repurchase totaled 548,299 and 1,148,628 at April 30, 2021 and 2020, respectively. Determination of Fair Values The assumptions used in the Black-Scholes pricing model for stock-based compensation for options granted in the periods below were as follows: Three Months Ended April 30, 2021 2020 Risk-free interest rate N/A 1.2 % Expected term N/A 8 years Dividend yield N/A — % Expected volatility N/A 44.6% Restricted Stock Units The Company’s RSU activity is set forth below (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value Unvested RSUs at January 31, 2021 8,199 $ 19.01 $ 289,987 RSUs granted 631 35.13 RSUs vested (408) 15.93 RSUs cancelled/forfeited (237) 18.51 Unvested RSUs at April 30, 2021 8,185 20.41 $ 272,731 RSUs vested, not yet released at April 30, 2021 198 $ 13.40 Stock-Based Compensation Expense Stock-based compensation for stock-based awards to employees and non-employees in the Company’s condensed consolidated statements of operations for the periods below were as follows (in thousands): Three Months Ended April 30, 2021 2020 Cost of revenues $ 120 $ 46 Research and development 9,140 2,081 Sales and marketing 4,153 1,099 General and administrative 2,618 756 Total stock-based compensation expense $ 16,031 $ 3,982 The stock-based compensation expense related to options granted to non-employees for the three months ended April 30, 2021 and 2020 were not material. Total unrecognized compensation costs related to unvested awards not yet recognized under all equity compensation plans was as follows: April 30, 2021 Unrecognized Expense Weighted-Average Expected Recognition Period Stock options $ 21,267 2.0 RSUs 151,825 3.3 Total unrecognized stock-based compensation expense (unaudited) $ 173,092 3.1 2020 Employee Stock Purchase Plan In September 2020, the Board of Directors adopted and approved the 2020 Employee Stock Purchase Plan (“ESPP”), which became effective on the effective date of the Company's registration statement on Form S-1 filed with the SEC in connection with the Direct Listing. The ESPP initially reserved and authorized the issuance of up to a total of 2,000,000 shares of Class A common stock to participating employees. The initial offering period began September 30, 2020 and will end on September 15, 2022, with purchase dates of March 15, 2021, September 15, 2021, March 15, 2022, and September 15, 2022. The ESPP provides for 24-month offering periods beginning September 16 and March 16 of each year, with each offering period consisting of four six-month purchase periods, except for the initial offering period which began on September 30, 2020 and will end on September 15, 2022. The purchase price of shares of Class A common stock under an offering will be the lesser of: (i) 85% of the fair market value of such shares of Class A common stock on the offering date, and (ii) 85% of the fair market value of such shares of Class A common stock on the applicable purchase date. Current employees who purchase shares under the ESPP may not sell such shares prior to the first anniversary of such purchase date and such shares will be designated with an applicable resale restriction. As of April 30, 2021, 250,270 shares have been purchased under the ESPP. During the three months ended April 30, 2021, the Company recognized $2.4 million of stock-based compensation expense related to ESPP and withheld $2.0 million in contributions from employees. As of April 30, 2021, total unrecognized compensation costs related to the 2020 ESPP was $6.6 million, which will be amortized over a weighted average vesting term of 1.0 year. |