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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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| FORM 4 |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )Reflects the voluntary conversion of Class B Common Stock into Class A Common Stock. No shares have been sold by the Reporting Person and the shares remain subject to a Lock-Up Agreement for a period of 180 days following the date of the Final Prospectus relating to the initial public offering of Class A Common Stock of the Issuer pursuant to a Registration Statement filed by the Issuer with the Securities and Exchange Commission. The terms of the Lock-Up Agreement permit the conversion of Class B Common Stock into Class A Common Stock by the Reporting Person during the lock-up period.|
( 2 )The shares are held of record by Kelly Steckelberg Trust dated July 29, 2006, for which the Reporting Person serves as trustee.
( 3 )Each share of Class B Common Stock is convertible at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Following the closing of the Issuer's IPO, each share of Class B Common Stock held by the Reporting Person will convert automatically into one share of Class A Common Stock upon (a) other than Eric S. Yuan, the death of the Reporting Person, or (b) any transfer by the Reporting Person except certain "Permitted Transfers" described in the Issuer's certificate of incorporation. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) six months following the death or incapacity of Mr. Yuan, (ii) six months following the date that Mr. Yuan ceases providing services to the Issuer, (iii) the date specified by the holders of a majority of the shares of Class B Common Stock, and (iv) the 15-year anniversary of the closing of the IPO.
The Reporting Person's Form 3 filed on April 17, 2019 inadvertently reported 8,000 shares of Class B Common Stock held directly. Those shares were previously transferred in a gift transaction and therefore should not have been reported on the Form 3.
|* If the form is filed by more than one reporting person, see Instruction 4(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).|