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 |
Series A Convertible Preferred Stock
(1)
|
Â
(1)
|
Â
(1)
|
Class B Common Stock
(2)
|
32,875,670
|
$
0
|
I
|
By Rivendell One LLC
(3)
|
Class B Common Stock
(2)
|
Â
(2)
|
Â
(2)
|
Class A Common Stock
|
111,884
|
$
0
|
I
|
By The Founders Fund, LP
(4)
|
Series C Convertible Preferred Stock
(5)
|
Â
(5)
|
Â
(5)
|
Class B Common Stock
(2)
|
5,866,256
|
$
0
|
I
|
By The Founders Fund, LP
(4)
|
Class B Common Stock
(2)
|
Â
(2)
|
Â
(2)
|
Class A Common Stock
|
740,960
|
$
0
|
I
|
By The Founders Fund II, LP
(6)
|
Class B Common Stock
(2)
|
Â
(2)
|
Â
(2)
|
Class A Common Stock
|
36,640
|
$
0
|
I
|
By The Founders Fund II Principals Fund, LP
(7)
|
Class B Common Stock
(2)
|
Â
(2)
|
Â
(2)
|
Class A Common Stock
|
22,400
|
$
0
|
I
|
By The Founders Fund II Entrepreneurs Fund, LP
(8)
|
Class B Common Stock
(2)
|
Â
(2)
|
Â
(2)
|
Class A Common Stock
|
5,070,290
|
$
0
|
I
|
By Lembas, LLC
(9)
|
* |
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 the issuer's Series A Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO (as defined in fn 2) and has no expiration date. |
(2) |
The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date. Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179287) under the Securities Act of 1933, as amended (the "IPO"), the Class B Common Stock will also become convertible into the issuer's Class A Common Stock on the same basis upon certain transfers of such shares. |
(3) |
The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell. |
(4) |
The reporting person is one of the Managers of The Founder's Fund Management, LLC, which is the General Partner of The Founders Fund, LP ("FF"), and may be deemed to share voting and investment power over the securities held by FF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(5) |
Each share of the issuer's Series C Convertible Preferred Stock will be automatically converted into 1.004909 shares of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
(6) |
The reporting person is one of the Managing Members of The Founder's Fund II Management, LLC ("FF II Management"), which is the General Partner of The Founders Fund II, LP ("FF II"), and may be deemed to share voting and investment power over the securities held by FF II. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(7) |
The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Principals Fund, LP ("FFPF"), and may be deemed to share voting and investment power over the securities held by FFPF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(8) |
The reporting person is one of the Managing Members of FF II Management, which is the General Partner of The Founders Fund II Entrepreneurs Fund, LP ("FFEF"), and may be deemed to share voting and investment power over the securities held by FFEF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(9) |
The reporting person is the Manager and a Member of Lembas, LLC ("Lembas"), and has sole voting and investment power over the securities held by Lembas. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |