Convertible Preferred Stock | Convertible Preferred Stock Authorized shares of Convertible Preferred Stock below do not include 1,026,008 of Founders Convertible Preferred Stock authorized as of June 30, 2021 and December 31, 2020. The preferred stock authorized may be issued from time to time in one or more series. Subsequent to June 30, 2021 and immediately prior to the Company’s IPO, all outstanding shares of Convertible Preferred Stock automatically converted into shares of Class A common stock. The following table summarizes the Convertible Preferred Stock outstanding as of June 30, 2021, and the rights and preferences of the Company’s designated series preceding its IPO. June 30, 2021 Shares Shares Issued Net Carrying Aggregate (In thousands) Series A 15,483,330 15,483,316 $ 6,081 $ 6,107 Series B 12,180,448 12,180,443 10,642 10,975 Series B-1 8,382,809 8,382,807 9,927 10,000 Series C 15,583,719 15,583,713 37,923 38,000 Series D 33,334,113 32,064,181 112,802 114,232 Series D-1 4,317,726 2,202,310 8,672 8,671 Series E 27,624,259 27,624,249 130,945 131,311 Series F 9,906,985 9,906,980 76,247 76,558 Series G 22,752,911 22,752,903 309,701 314,623 149,566,300 146,180,902 $ 702,940 $ 710,477 December 31, 2020 Shares Shares Issued Net Carrying Aggregate ( In thousands) Series A 15,483,330 15,483,318 $ 6,081 $ 6,107 Series B 12,180,448 12,180,443 10,642 10,975 Series B-1 8,382,809 8,382,807 9,927 10,000 Series C 15,583,719 15,583,713 37,923 38,000 Series D 33,334,113 31,643,142 111,302 112,732 Series D-1 4,317,726 548,032 2,158 2,158 Series E 27,624,259 27,624,249 130,945 131,311 Series F 10,190,666 9,906,980 76,247 76,558 127,097,070 121,352,684 $ 385,225 $ 387,841 In the first quarter of 2021, the Company issued an aggregate of 22,418,562 shares of Series G Convertible Preferred Stock at a price of $13.827822 per share for total proceeds of approximately $309.7 million, net of issuance costs. The shares are convertible into fully paid shares of Class A common stock on a one-for-one basis. In addition, in the first quarter of 2021, the Company’s board of directors approved a secondary sale of an aggregate of 334,341 shares of the Company’s Founders Convertible Preferred Stock at a price per share of $13.827822 to the new Series G investors, and upon the effectiveness of the sale, the shares sold were exchanged with the Company for an equal number of shares of Series G Convertible Preferred Stock. There were no proceeds to the Company in connection with the secondary sale of Founders Preferred Stock and related exchange into Series G Convertible Preferred Stock. The difference between the fair value of the Founders Convertible Preferred Stock prior to the exchange and the consideration received by the sellers has been recognized as incremental stock-based compensation expense of $1.2 million. The rights, preferences and privileges of the holders of the Founders Convertible Preferred Stock (Founders Preferred), Series A Convertible Preferred Stock (Series A), the Series B Convertible Preferred Stock (Series B), Series B-1 Convertible Preferred Stock (Series B-1), Series C Convertible Preferred Stock (Series C), Series D Convertible Preferred Stock (Series D), Series D-1 Convertible Preferred Stock (Series D-1), Series E Convertible Preferred Stock (Series E), Series F Convertible Preferred Stock (Series F), and Series G Convertible Preferred Stock (Series G) are as follows: Voting All preferred shareholders of Series A, Series B, Series B-1, Series C, Series D, Series D-1, Series E, Series F, Series G, and Founders Preferred (collectively, “Preferred Stock”) have the right to the number of votes into which such Preferred Stock could then be converted into shares of Class A common stock. Shares of Class A common stock have ten times the voting power of shares of Class B common stock. Holders of Class B common stock have the right to one vote per share of Class B common stock held. Dividends The holders of Series A, Series B, Series B-1, Series C, Series D, Series D-1, Series E, Series F, Series G (collectively, “Senior Preferred”), and Founders Preferred shall be entitled to receive, on an equal priority and pari passu basis, a 6% noncumulative dividend, when and if declared by the Company’s board of directors. No dividends shall be paid on the common stock unless the Company shall also declare and pay a dividend to the holders of the Senior Preferred in priority to any dividend declared and paid to the holders of common stock. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Liquidation Preference In the event of any liquidation including deemed liquidation events, dissolution, winding up of the Company, either voluntary or involuntary, the holders of Senior Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company and proceeds of the liquidation transaction to the holders of common stock and Founders Preferred, by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price for such series of Senior Preferred, plus declared but unpaid dividends on such share. The Senior Preferred shall be entitled to be paid out their liquidation preference on an equal priority and pari passu basis. If, upon the occurrence of such event, the assets distributed among the holders of Senior Preferred are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets of the Company and proceeds from the liquidation transaction legally available for distribution are distributed ratably among the holders of Senior Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive. All deemed liquidation events that may result in the preferred stock being redeemed for cash are subject to vote or approval by the board of directors which is controlled by the common stockholders. Conversion Each share of Preferred Stock is convertible at the option of the holder into fully paid shares of Class A common stock, determined by dividing the original issue price for such series by the conversion price applicable to such series, subject to certain anti-dilution adjustments. The initial conversion price shall be $0.30 per share for the Founders Preferred, $0.394392 per share for the Series A, $0.901041 per share for the Series B, $1.192917 per share for the Series B-1, $2.438442 per share for the Series C, $3.562605 per share for the Series D, $3.937257 for the Series D-1, $4.753482 for the Series E, $7.277718 for the Series F and $13.827822 for the Series G. Each share of Preferred Stock is convertible into Class A common stock on a one-for-one basis. |