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 |
Stock Option (right to buy)
|
03/18/2014(1)
|
03/25/2023 |
Class B Common Stock
(2)
|
163,000
|
$
3.92
|
D
|
Â
|
Stock Option (right to buy)
|
05/01/2014(3)
|
03/14/2024 |
Class A Common Stock
|
100,000
|
$
32.26
|
D
|
Â
|
* |
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) |
The Reporting Person vests ownership in this option over five years, with 20% of the shares subject to the award vesting March 18, 2014, and the remaining shares vesting equally on a monthly basis over the next four years, subject to continued service on the board of directors on the applicable vesting date. |
(2) |
Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, which occurs after the closing of the IPO, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation. All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock or (b) October 15, 2023. |
(3) |
The Reporting Person vests ownership in this option over five years, with 1/60 of the shares subject to the award vesting May 1, 2014, and the remaining shares vesting equally on a monthly basis thereafter, subject to continued service on the board of directors on the applicable vesting date. |