As filed with the Securities and Exchange Commission on March 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UBER TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 45-2647441 | |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
| 1515 3rd Street | ||
| San Francisco, California | 94158 | |
| (Address of Principal Executive Offices) | (Zip Code) |
2019 Equity Incentive Plan
2019 Employee Stock Purchase Plan
Postmates Inc. 2011 Equity Incentive Plan
(Full titles of the plans)
Nelson Chai
Chief Financial Officer
Uber Technologies, Inc.
1515 3rd Street
San Francisco, California 94158
(415) 612-8582
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
| David Peinsipp Siana Lowrey Cooley LLP 101 California Street, 5th Floor San Francisco, California 94111 (415) 693-2000 | Tony West Keir Gumbs | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | o |
| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
| Common Stock, par value $0.00001 per share | ||||||||||||||||
| 2019 Equity Incentive Plan | 92,489,696 | (2) | $ | 51.72 | (5) | $ | 4,783,104,647 | $ | 521,837 | |||||||
| 2019 Employee Stock Purchase Plan | 18,497,939 | (3) | $ | 43.96 | (6) | $ | 813,127,790 | $ | 88,712 | |||||||
| Postmates Inc. 2011 Equity Incentive Plan | 95,130 | (4) | $ | N/A | (7) | $ | N/A | (7) | $ | N/A | (7) | |||||
| Total | 111,082,766 | $ | 5,596,232,437 | $ | 610,549 | |||||||||||
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock (“Common Stock”) that become issuable under the Registrant’s 2019 Equity Incentive Plan (“2019 Plan”), the Registrant’s 2019 Employee Stock Purchase Plan (“2019 ESPP”) and the Postmates Inc. 2011 Equity Incentive Plan (the “Postmates Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration, which results in an increase in the number of outstanding shares of Common Stock. |
| (2) | Represents shares of Common Stock that were added to the shares available for issuance under the 2019 Plan on January 1, 2021 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2019 Plan will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including January 1, 2029, by the lesser of (a) five percent (5.0%) of the total number of the Registrant’s capital stock outstanding as of December 31st of the immediately preceding calendar year or (b) a number determined by the Registrant’s board of directors. |
| (3) | Represents shares of Common Stock that were added to the shares available for issuance under the 2019 ESPP on January 1, 2021 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2019 ESPP will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including January 1, 2029, by the lesser of (a) one percent (1.0%) of the total number of the Registrant’s capital stock outstanding as of December 31st of the immediately preceding calendar year or (b) 25,000,000 shares, or (c) a number determined by the Registrant’s board of directors. |
| (4) | Represents shares of Common Stock issuable pursuant to outstanding awards under the Postmates Plan assumed by the Registrant upon the consummation of the Registrant’s acquisition of Postmates Inc. on December 1, 2020. |
| (5) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $51.72 per share, which is the average of the high and low selling prices per share of the Registrant’s Common Stock on February 26, 2021 as reported by the New York Stock Exchange. |
| (6) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $43.96 per share, which is 85% of the average of the high and low selling prices per share of the Registrant’s Common Stock on February 26, 2021 as reported by the New York Stock Exchange. |
| (7) | The proposed maximum offering price per share and proposed maximum aggregate offering price were calculated and all filing fees payable in connection with the issuance of these securities were previously paid in connection with the filing of the Registrant’s Registration Statement on Form S-4 (File No. 333-242307), originally filed with the Securities and Exchange Commission on August 7, 2020. |
PART I
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Uber Technologies, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering (i) an additional 92,489,696 shares of the Registrant’s common stock, par value $0.00001 per share (the “Common Stock”), to be issued pursuant to the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”), (ii) an additional 18,497,939 shares of Common Stock to be issued pursuant to the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”) and (iii) an additional 95,130 shares of Common Stock to be issued pursuant to the Postmates Inc. 2011 Equity Incentive Plan (the “Postmates Plan”). The Registrant previously registered (a) 130,000,000 shares of Common Stock that are or may become issuable under the 2019 Plan and 25,000,000 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-231430) filed with the Commission on May 13, 2019, (b) an additional 88,027,075 shares of Common Stock that are or may become issuable under the 2019 Plan and an additional 17,166,767 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-235776) filed with the Commission on January 2, 2020 and (c) 12,863,652 shares of Common Stock that are or may become issuable under the Postmates Plan pursuant to the Registrant’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-242307) filed with the Commission on December 1, 2020 (collectively, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant are hereby incorporated into this Registration Statement by reference (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission):
| 1. | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 1, 2021; |
| 2. | The Registrant’s Current Reports on Form 8-K (other than information furnished rather than filed), filed with the Commission on January 19, 2021, January 20, 2021 and February 2, 2021; and |
| 3. | The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on May 7, 2019, including any amendments or reports filed for the purpose of updating this description, and any amendments or reports filed for the purposes of updating such description. |
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission), and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
The exhibits to this Registration Statement are listed below:
| (1) | Filed with the Commission on May 14, 2019 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference. |
| (2) | Filed with the Commission on May 14, 2019 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference. |
| (3) | Filed with the Commission on April 26, 2019 as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and incorporated herein by reference. |
| (4) | Filed with the Commission on April 11, 2019 as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and incorporated herein by reference. |
| (5) | Filed with the Commission on April 11, 2019 as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and incorporated herein by reference. |
| (6) | Filed with the Commission on December 1, 2020 as Exhibit 4.1 to the Registrant’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-242307) and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 26, 2021.
| Uber Technologies, Inc. | ||
| By: | /s/ Dara Khosrowshahi | |
| Name: Dara Khosrowshahi | ||
| Title: Chief Executive Officer and Director | ||
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoint Dara Khosrowshahi, Nelson Chai, and Tony West, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
/s/ Dara Khosrowshahi | Chief Executive Officer and Director | February 26, 2021 |
| Dara Khosrowshahi | (Principal Executive Officer) | |
/s/ Nelson Chai | Chief Financial Officer | February 26, 2021 |
| Nelson Chai | (Principal Financial Officer) | |
/s/ Glen Ceremony | Chief Accounting Officer and Global Corporate Controller | February 26, 2021 |
| Glen Ceremony | (Principal Accounting Officer) | |
/s/ Ronald Sugar | Chairperson of the Board of Directors | February 26, 2021 |
| Ronald Sugar | ||
/s/ Revathi Advaithi | Director | February 26, 2021 |
| Revathi Advaithi | ||
/s/ Ursula Burns | Director | February 26, 2021 |
| Ursula Burns | ||
/s/ Robert Eckert | Director | February 26, 2021 |
| Robert Eckert | ||
/s/ Amanda Ginsberg | Director | February 26, 2021 |
| Amanda Ginsberg | ||
/s/ Wan Ling Martello | Director | February 26, 2021 |
| Wan Ling Martello | ||
| Director | February 26, 2021 |
| H.E. Yasir Al-Rumayyan | ||
/s/ John Thain | Director | February 26, 2021 |
| John Thain | ||
/s/ David Trujillo | Director | February 26, 2021 |
| David Trujillo |