What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-05-13 compared with 2020-11-13 · 19 added, 53 removed, 5 unchanged (94% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sale of Equity Securities

On September 21, 2020 we granted restricted stock units for an aggregate of 3,230,750 shares of Class A common stock under our 2020

Equity Incentive Plan

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public

We believe the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act

because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such

The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends

were placed upon the stock certificates issued in these transactions.

All recipients had adequate access, through their relationships with us, to information about us.

The sales of these securities were made without any general solicitation or

Use of Proceeds

On September 21, 2020, we closed our initial public offering, or IPO, in which we sold 45,681,499 shares of our Class A common stock

at an offering price of $18.00 per share, including 4,459,277 shares of Class A common stock pursuant to the exercise in full of the underwriters option to purchase additional shares.

We received net proceeds of $768.5 million, after

deducting underwriting discounts and commissions of $49.3 million and estimated deferred offering costs of $4.4 million.

All of the shares of common stock issued and sold in our IPO were registered under the Securities Act of 1933, as

amended pursuant to a registration statement on Form S-1 (File No.

333-248309), which was declared effective by the SEC on September 16, 2020.

representatives of the underwriters of our IPO were Morgan Stanley & Co.

LLC, Goldman Sachs & Co.

LLC, Piper Sandler & Co, UBS Securities LLC, Credit Suisse Securities (USA) LLC, Cowen and Company, LLC, and Berenberg

Capital Markets LLC.

Concurrent with the IPO we closed on the Google LLC private placement and issued 5,555,555

shares of Class C common stock for proceeds of $99.1 million, net of offering costs of $0.9 million.

No offering costs were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10% or more of any

class of our equity securities or to any other affiliates.

As of September 30, 2020, approximately $1.5 million of expenses incurred in connection with our IPO had been paid.

There has been no material change in the planned use of proceeds

from our IPO from those disclosed in the Prospectus.

In September 2020, the Company repurchased 1,340,354 shares of Class A and Class B common stock from certain executive officers and other employees, to permit such executive officers and

other employees to pay taxes owed in connection with the vesting of equity awards, including the repayment of third party loans incurred to finance the payment of such taxes.

Recent Sales of Unregistered Securities

There were no sales of unregistered equity securities during the quarter ended March 31, 2021.

Issuer Purchases of Equity Securities

The following table provides information about the Companys purchases of its common stock for each month during this quarterly period

covered by this report:

(a) Total number of

shares (or units)

(b) Average price paid

per share (or unit)

shares (or units)

purchased as part of

publicly announced

(d) Maximum number

(or approximate

dollar value) of shares

(or units) that may yet

purchased under

the plans or programs

July 1 to July 31

August 1 to August 31

September 1 to September 30

Represents shares repurchased from certain officers using a portion of the net proceeds from the IPO,

approximately $24.2 million, as discussed in Use of Proceeds .

Defaults Upon Senior

The following table provides information about the Company’s purchases of its common stock for each month during this quarterly period covered by this report:

price paid per

share (or unit)*

of shares (or units)

purchased as part

announced plans

dollar value)

of shares (or

units) that may

yet be purchased

under the plans

January 1 to January 31

February 1 to February 28

March 1 to March 31

Shares withheld to cover tax withholding obligations under the net settlement provision upon vesting of restricted stock units and exercising of options.

Defaults Upon Senior Securities

Not applicable.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities