Convertible Preferred Stock and Common stock | 7. Convertible Preferred Stock and Common Stock Convertible Preferred Stock In March 2020, the Company issued an additional 64,820 shares of its Series G convertible preferred stock for proceeds of $1.0 million. In March 2021, the holders of 15,920,450 shares of the Company’s Series D convertible preferred stock elected to convert into an equal number of shares of Class A common stock. The Company’s convertible preferred stock authorized, issued and outstanding and the aggregate liquidation preferences, including dividends that would be due if and when declared by the board of directors are as follows (in millions, except share and per share amounts): March 31, 2021 Series of Convertible Preferred Stock Year Issued Shares Shares Issuance Price/ Price Aggregate Carrying Value Series A 2013 54,811,930 54,811,930 $ 1.0000 $ 54.8 $ 54.7 Series B 2014-2015 18,133,240 18,133,240 2.0766 37.7 37.5 Series C 2015-2016 13,580,260 13,580,260 4.0500 55.0 54.8 Series D 2016-2017 15,920,450 — 4.2632 — — Series E 2017-2018 78,543,890 78,543,890 6.7478 530.0 529.0 Series F 2018 33,686,160 33,686,160 11.8570 399.4 398.8 Series G 2019-2020 22,371,620 22,371,620 15.4269 345.1 344.3 237,047,550 221,127,100 $ 1,422.0 $ 1,419.1 During April 2021, all remaining shares of convertible preferred stock converted into 223,033,725 shares of Class A common stock. The rights, preferences, restrictions and privileges of the holders of convertible preferred stock are included in the Company’s IPO prospectus on Form S-1 filed Common Stock In February 2021, the Company approved the establishment of Class C common stock and an agreement with the Company’s CEO to exchange his Class A common stock for Class C common stock. On March 31, 2021, in connection with the effectiveness of the registration statement for the Company’s IPO, 15,244,490 shares of Class A common stock held by the Company’s founder and CEO were automatically exchanged for an equivalent number of shares of Class C common stock. In addition, any Class A common stock issued to the CEO from awards granted to him prior to February 2021 will also automatically be exchanged for Class C common stock. Each share of Class C common stock is entitled to twenty votes per share and will be convertible at any time into one share of Class A common stock and will automatically convert into Class A common stock under certain “sunset” provisions. Other than certain permitted transfers for estate planning purposes, upon a transfer of Class C common stock, the Class C common stock will convert into Class A common stock. As of March 31, 2021, the Company had three classes of common stock: Class A common stock, Class B common stock and Class C common stock. Each class has par value of $0.00001. March 31, 2021 Shares Shares Shares Class A common stock 1,000,754,910 126,295,420 124,045,420 Class B common stock 270,618,860 4,562,160 4,562,160 Class C common stock 100,000,000 15,244,490 15,244,490 Total 1,371,373,770 146,102,070 143,852,070 As of December 31, 2020, the Company had two classes of common stock: Class A common stock and Class B common stock. Each class has a par value of $0.00001. December 31, 2020 Shares Shares Shares Class A common stock 530,136,050 118,549,390 116,299,390 Class B common stock 170,618,860 6,672,510 6,672,510 Total 700,754,910 125,221,900 122,971,900 In April 2021, the Company adopted a restated certificate of incorporation and changed its authorized capital stock to consist of 12,500,000,000 shares of Class A common stock, 1,250,000,000 shares of Class B common stock, 100,000,000 shares of Class C common stock and 25,000,000 shares of undesignated preferred stock. Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are not entitled to vote. Holders of Class C common stock are entitled to twenty votes per share. Each share of Class C common stock is convertible at any time of the option of the holder into one share of Class A common stock. Each share of Class C common stock will automatically convert into a share of Class A common stock upon sale or transfer, except for certain permitted transfers. A description of all other rights, preferences and privileges of the holders of the Company’s common stock are included in the Company’s IPO prospectus on Form S-1 filed As of March 31, 2021 and December 31, 2020, the Company had shares of common stock reserved for issuance as follows: March 31, December 31, Convertible preferred stock outstanding 223,033,725 238,954,050 Options issued and outstanding 59,603,390 62,827,150 Restricted stock units issued and outstanding 50,272,925 32,556,160 Shares available for future stock-based incentive award issuances 41,105,315 11,679,150 Total 374,015,355 346,016,510 As of March 31, 2021 and December 31, 2020, the Company had 2,250,000 shares of Class A common stock issued and held as treasury stock. |