Convertible Preferred Stock and Common stock

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

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 Authorized		Shares Issued and Outstanding		Issuance Price/ Liquidation Price (Per Share)		Aggregate Liquidation Value		Carrying Value (Net of Issuance Costs)
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

with the Securities and Exchange Commission.

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 Authorized		Shares Issued		Shares Outstanding
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 Authorized		Shares Issued		Shares Outstanding
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

with the Securities and Exchange Commission.

As of March 31, 2021 and December 31, 2020, the Company had shares of common stock reserved for issuance as follows:


	March 31, 2021		December 31, 2020
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.