19 unchanged sentences
Recent Sales of Unregistered Securities
−Removed: In March 2021, we issued $250 million in aggregate principal amount of our 2028 Convertible Senior Notes.
−Removed: In connection with the offering of the Notes, we entered into privately-negotiated capped call transactions with certain counterparties (the “2028 Capped Calls”).
−Removed: The 2028 Capped Calls each have an initial strike price of approximately $179.27 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2028 Convertible Notes.
−Removed: The 2028 Capped Calls have initial cap prices of $260.76 per share, subject to certain adjustments.
−Removed: The 2028 Capped Calls cover, subject to anti-dilution adjustments, approximately 1,917,450 shares of our Class A common stock.
−Removed: See Note 8, “ Debt, ” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information about the 2028 Convertible Notes and 2028 Capped Calls.
−Removed: We offered and sold the 2028 Convertible Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
−Removed: We relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated March 11, 2021.
−Removed: The shares of the Class A common stock issuable upon conversion of the 2028 Convertible Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
−Removed: To the extent that any shares of the Class A common stock are issued upon conversion of the 2028 Convertible Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in
−Removed: connection with conversion of the 2028 Convertible Notes, and any resulting issuance of shares of the Class A common stock.
+Added: From January 1, 2022 through December 31, 2022, we did not sell any securities on an unregistered basis.
Management ’ s Discussion and Analysis
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.