Net Loss Per Share Attributable to Common Stockholders

9 Months Ended

Sep. 30, 2021

Net Loss Per Share Attributable to Common Stockholders

We compute net loss per share using the two-class method required for multiple classes of common stock and participating securities. Class A and Class B common stock are the only outstanding equity of the Company. The rights of the holders of the Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 10 votes per share. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder on a one-for-one basis, and are automatically converted into Class A common stock upon sale or transfer, subject to certain limited exceptions. Shares of Class A common stock are not convertible. Accordingly, the Class A common stock and Class B common stock share equally in our net losses. Prior to the IPO, our participating securities also included convertible preferred stock. The holders of convertible preferred stock did not have a contractual obligation to share in our losses, and as a result, net losses were not allocated to these participating securities.

On July 12, 2021, the shares of Class B common stock that converted to Class A common stock were retired and will not be reissued by us.

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented. The shares issued in the IPO, the shares issued pursuant to the exercise by the underwriters of an option to purchase additional shares, and the shares of Class A and Class B common stock issued upon conversion of the outstanding shares of convertible preferred stock in the IPO are included in the table below, weighted for the period outstanding:


	Three months ended September 30,								Nine months ended September 30,
	2021				2020				2021				2020
	Class A(1)		Class B(2)		Class A(1)		Class B(2)		Class A(1)		Class B(2)		Class A(1)		Class B(2)
	(in thousands, except per share amounts)
Net loss attributable to common stockholders	$	(55,109)	$	(1,089)	$	(20,763)	$	(3,015)	$	(154,623)	$	(10,553)	$	(39,670)	$	(10,558)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	114,218		2,257		92,510		13,432		107,952		7,368		79,307		21,106
Net loss per share attributable to common stockholders, basic and diluted	$	(0.48)	$	(0.48)	$	(0.22)	$	(0.22)	$	(1.43)	$	(1.43)	$	(0.50)	$	(0.50)

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(1)Class A common stock includes the issuance of 12.9 million shares of Class A common stock issued by us in connection with our IPO and the shares issued in connection with our follow-on offering on May 26, 2020. It also includes shares issued upon the exercise of options and vesting of RSUs granted subsequent to our IPO, shares issued as part of our prior acquisitions, and converted Common B shares.

(2)Class B common stock includes, for all periods presented, common stock issued prior to the IPO and the conversion of all of our preferred stock into an aggregate of 53.6 million shares of our Class B common stock upon closing of the IPO. Some of these shares were previously converted into shares of Class A common stock. On July 12, 2021, all shares of Class B common stock were converted into shares of Class A common stock.

Since we were in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential common shares outstanding would have been anti-dilutive. We apply the if-converted method for calculation of diluted earnings per share for our convertible debt instruments. The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive are as follows:


	Number of Shares
	As of September 30,
	2021	2020
	(in thousands)
Stock options	5,175	7,290
RSUs	4,458	4,354
PSUs	109	88
Revest shares	448	—
Early exercised stock options	48	106
Shares issuable pursuant to the ESPP	83	90
Convertible senior notes (if-converted)	9,229	—
Total	19,550	11,928