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Convertible Preferred Stock | 12 Months Ended
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Dec. 31, 2015
Convertible Preferred Stock. |
Convertible Preferred Stock | 10. Convertible Preferred Stock At the closing of the IPO in July 2015, 31,397,221 shares of outstanding convertible preferred stock were automatically converted into common stock on a one-to-one basis. Following the IPO, there were no shares of preferred stock outstanding. In connection with the IPO, the Company amended and restated its Amended and Restated Certificate of Incorporation to change the authorized capital stock to 750.0 million shares designated as common stock and 50.0 million shares designated as preferred stock, all with a par value of $0.0001 per share. As of December 31, 2014, the convertible preferred stock consisted of the following:
|  | Shares |  | Shares Issued and |  | Liquidation |  | Proceeds, net of |
Series |  | Authorized |  | Outstanding |  | Amount |  | Issuance Costs |
|  | (in thousands) |
A-1 |  | 5,000 |  | 3,067 |  | $ | 20 |  | $ | 20 |
A |  | 8,173 |  | 5,014 |  |  | 4,005 |  |  | 3,927 |
B |  | 5,745 |  | 3,491 |  |  | 6,600 |  |  | 6,569 |
C |  | 8,941 |  | 5,485 |  |  | 12,160 |  |  | 58,876 |
D |  | 6,694 |  | 4,107 |  |  | 20,047 |  |  | 80,788 |
E |  | 9,592 |  | 5,884 |  |  | 35,425 |  |  | 35,019 |
F |  | 7,088 |  | 4,349 |  |  | 55,500 |  |  | 55,413 |
|  | 51,233 |  | 31,397 |  | $ | 133,757 |  | $ | 240,612 |
Each share of Series A-1, Series A, Series B, Series C, Series D, Series E and Series F convertible preferred stock was convert ible, at the option of the holder, into that number of fully paid and non-assessable shares of common stock that wa s equal to $0.0065, $0.7987, $1.8908, $2.2168, $4.8819, $6.0199, and $12.7629 per share, respectively (as adjusted for stock splits, combinations, and reorganizations), divided by the conversion price of $0.0065, $0.7987, $1.8908, $2.2168, $4.8819, $6.0199, and $12.7629, respectively (as adjusted for stock splits, combinations, and reorganizations). Additionally, each share of convertible preferred stock automatically converted into shares of common stock at the conversion rate at the time in effect for such series of convertible preferred stock immediately upon the earlier of: (i) the Company's sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the public offering price of which was not less than $40.0 million in the aggregate; or (ii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of convertible preferred stock (voting together as a single class and not as separate series, and on an as-converted basis); provided, however, that an automatic conversion of the outstanding shares of Series E convertible preferred stock pursuant to clause (ii) above require d the written consent or agreement of the holders of at least seventy percent of the outstanding shares of Series E convertible preferred stock unless such conversion is in connection with (x) an underwritten public offering of this corporation or (y) a bona fide financing transaction with a pre-money equity valuation on an as converted, fully diluted basis of less than $100.0 million that results in a recapitalization of the Company, in which case on the consent of the holders of a majority of the then outstanding shares of convertible preferred stock (voting together as a single class and not as separate series, and on an as-converted basis) was required to convert each share of convertible preferred stock. Series A and Series B preferred stockholders could elect two Board members (voting together as a single class) and Series C preferred stockholders could elect one Board member. No Board member ha d been elected at this time for the Series C convertible preferred stock. The holders of shares of convertible preferred stock were entitled to receive dividends, on an equal basis, out of any assets legally available thereof, prior and in preference to any declaration or payment of any dividend (payable other than in common stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of common stock of this corporation) on the common stock of this corporation, at the applicable Dividend Rate (as defined below), payable when, as, and if declared by the Board. Such dividends were cumulative. Dividend Rate means $0.0639 per annum for each share of Series A convertible preferred stock, $0.0005 per annum for each share of Series A-1 convertible preferred stock, $0.1513 per annum for each share of Series B convertible preferred stock, $0.1773 per annum for each share of Series C convertible preferred stock, $0.3911 per annum for each share of Series D convertible preferred stock, $0.4817 per annum for each share of Series E convertible preferred stock, and $1.021 per annum for each share of Series F convertible preferred stock (each as adjusted for any stock splits, stock dividends, combinations, subdivisions, or recapitalizations). In the event of a Company liquidation, the holders of Series E and Series F convertible preferred stock were entitled to receive, prior and in preference to any distribution of the proceeds of such liquidation to the holders of Series A, Series A-1, Series B, Series C, and Series D convertible preferred stock by reason of their ownership thereof, an amount per share equal to the sum of the original issue price for the Series E and Series F convertible preferred stock, plus declared and unpaid dividends on such shares. The holder of each share of convertible preferred stock ha d the right to one vote for each share of common stock into which such preferred stock could be converted and such holder ha d full voting rights and powers equal to the voting rights and powers of the holders of common stock, and wa s entitled to notice of any stockholders' meeting in accordance with the bylaws of the Company, except as provided for the election of directors by separate class vote of the holders of common stock, and wa s entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. The Series A and Series B preferred stockholders could elect one director (voting together as a single class, not as a separate series and on an as-converted basis) and Series C preferred stockholders could elect one director at any election of directors.

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