If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ¨
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. U96217AA9
|
13
D
|
Page
2 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Benchmark
Capital Partners VII (AIV), L.P. (“BCP AIV”)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
15,474,934 shares of Class A Common Stock of Issuer (“Common Stock”), except that Benchmark Capital Management Co. VII,
L.L.C. (“BCMC VII”), the general partner of BCP AIV, may be deemed to have sole power to vote these shares,
and Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J.
William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Mitchell H. Lasky (“Lasky”) and Steven
M. Spurlock (“Spurlock”), the managing members of BCMC VII, may be deemed to have shared power to vote these shares.
|
|
8
|
SHARED
VOTING POWER
See response to row 7.
|
|
9
|
SOLE
DISPOSITIVE POWER
15,474,934 shares of Common Stock, except that BCMC VII, the general
partner of BCP AIV, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky,
and Spurlock, the managing members of BCMC VII, may be deemed to have shared power to dispose of these shares.
|
|
10
|
SHARED
DISPOSITIVE POWER
See response to row 9.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
15,474,934
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
2.2%
|
|
14
|
TYPE
OF REPORTING PERSON
|
PN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
3 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Benchmark
Founders’ Fund VII, L.P. (“BFF VII”)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,718,657 shares of Common Stock, except that BCMC VII, the general
partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Spurlock,
the managing members of BCMC VII, may be deemed to have shared power to vote of these shares.
|
|
8
|
SHARED
VOTING POWER
See response to row 7.
|
|
9
|
SOLE
DISPOSITIVE POWER
1,718,657 shares of Common Stock, except that BCMC VII, the general
partner of BFF VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and
Spurlock, the managing members of BCMC VII, may be deemed to have shared power to dispose of these shares.
|
|
10
|
SHARED
DISPOSITIVE POWER
See response to row 9.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,718,657
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
0.3%
|
|
14
|
TYPE
OF REPORTING PERSON
|
PN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
4 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Benchmark
Founders’ Fund VII-B, L.P. (“BFF VII-B”)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,277,719 shares of Common Stock, except that BCMC VII, the general
partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Spurlock,
the managing members of BCMC VII, may be deemed to have shared power to vote of these shares.
|
|
8
|
SHARED
VOTING POWER
See response to row 7.
|
|
9
|
SOLE
DISPOSITIVE POWER
2,277,719 shares of Common Stock, except that BCMC VII, the general
partner of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky
and Spurlock, the managing members of BCMC VII, may be deemed to have shared power to dispose of these shares.
|
|
10
|
SHARED
DISPOSITIVE POWER
See response to row 9.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,277,719
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
0.3%
|
|
14
|
TYPE
OF REPORTING PERSON
|
PN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
5 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Benchmark
Capital Management Co. VII, L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII, the general partner of BCP AIV, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares,
and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Spurlock, the managing members of BCMC VII, may be deemed to have shared
power to vote of these shares.
|
|
8
|
SHARED
VOTING POWER
See response to row 7.
|
|
9
|
SOLE
DISPOSITIVE POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII, the general partner of BCP AIV, BFF VII and BFF VII-B, may be deemed to have sole power to dispose of these
shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Spurlock, the managing members of BCMC VII, may be deemed to have
shared power to dispose of these shares.
|
|
10
|
SHARED
DISPOSITIVE POWER
See response to row 9.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
19,471,310
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
2.8%
|
|
14
|
TYPE
OF REPORTING PERSON
|
OO
|
CUSIP NO. U96217AA9
|
13
D
|
Page
6 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Matthew
R. Cohler
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Cohler, a managing member of BCMC VII, may be deemed to have
shared power to vote these shares.
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Cohler, a managing member of BCMC VII, may be deemed to have
shared power to dispose of these shares.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
19,471,310
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
2.8%
|
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
7 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce
W. Dunlevie
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,000,000 shares of Common Stock.
|
|
8
|
SHARED
VOTING POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Dunlevie, a managing member BCMC VII, may be deemed to have
shared power to vote these shares.
|
|
9
|
SOLE
DISPOSITIVE POWER
1,000,000 shares of Common Stock.
|
|
10
|
SHARED
DISPOSITIVE POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Dunlevie, a managing member of BCMC VII, may be deemed to have
shared power to dispose of these shares.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
20,471,310
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
2.9%
|
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
8 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Peter
H. Fenton
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Fenton, a managing member of BCMC VII, may be deemed to have
shared power to vote these shares.
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Fenton, a managing member of BCMC VII, may be deemed to have
shared power to dispose of these shares.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
19,471,310
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
2.8%
|
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
9 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
J.
William Gurley
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Gurley, a managing member of BCMC VII, may be deemed to have
shared power to vote these shares.
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Gurley, a managing member of BCMC VII, may be deemed to have
shared power to dispose of these shares.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
19,471,310
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
2.8%
|
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
10 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kevin
R. Harvey
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Harvey, a managing member of BCMC VII, may be deemed to have
shared power to vote these shares.
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Harvey, a managing member of BCMC VII, may be deemed to have
shared power to dispose of these shares.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
19,471,310
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
2.8%
|
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
11 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mitchell
H. Lasky
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Lasky, a managing member of BCMC VII, may be deemed to have
shared power to vote these shares.
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Lasky, a managing member of BCMC VII, may be deemed to have
shared power to dispose of these shares.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
19,471,310
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
2.8%
|
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
12 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Steven
M. Spurlock
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Spurlock, a managing member of BCMC VII, may be deemed to have
shared power to vote these shares.
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
19,471,310 shares of Common Stock,
of which 15,474,934 are directly owned by BCP AIV, 1,718,657 are directly owned by BFF VII and 2,277,719 are directly owned by BFF
VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Spurlock, a managing member of BCMC VII, may be deemed to have
shared power to dispose of these shares.
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
19,471,310
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
|
2.8%
|
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
CUSIP NO. U96217AA9
|
13
D
|
Page
13 of 18 Pages
|
Statement on Schedule 13D
This Statement on Schedule 13D relates to the
beneficial ownership of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of Wework Inc., a Delaware
corporation (the “Issuer”). This Schedule 13D is being filed by Benchmark Capital Partners VII (AIV), L.P., Benchmark Founders’
Fund VII, L.P., Benchmark Founders’ Fund VII-B, L.P., Benchmark Capital Management Co. VII, L.L.C., Matthew R. Cohler,
Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky and Steven M. Spurlock.
|
ITEM 1.
|
Security
and Issuer.
The class of equity securities to which this statement relates is the Class A Common Stock
of the Issuer. The Issuer’s principal executive offices are located at 575 Lexington
Avenue, New York, NY, 10022.
|
|
ITEM 2.
|
Identity and Background.
(a) Name:
|
This Statement is filed
by Benchmark Capital Partners VII (AIV), L.P., Delaware limited partnership (“BCP AIV”), Benchmark Founders’ Fund VII,
L.P., Delaware limited partnership (“BFF VII”), Benchmark Founders’ Fund VII-B, L.P., Delaware limited partnership (“BFF
VII-B”), Benchmark Capital Management Co. VII, L.L.C., a Delaware limited liability company (“BCMC VII”),
Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter H. Fenton (“Fenton”), J. William
Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock
(“Spurlock”), each of whom is a managing member of BCMC VII. The foregoing entities and individuals are collectively referred
to as the “Reporting Persons.”
BCMC
VII, the general partner of BCP AIV, BFF VII and BFF VII-B, may be deemed to have sole power to vote and sole power to dispose of shares
of the Issuer directly owned by BCP AIV, BFF VII and BFF VII-B. Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Spurlock are managing
members of BCMC VII and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned
by BCP AIV, BFF VII and BFF VII-B.
(b) Residence
or business address:
The address of the
principal business office for each of the Reporting Persons is c/o Benchmark Capital, 2965 Woodside Road, Woodside, California, 94062.
(c) The
principal occupation of each individual who is a Reporting Person is venture capitalist. The principal business of BCP AIV, BFF VII and
BFF VII-B is to make investments in private and public companies, and the principal business of BCMC VII is to serve as the general
partner of BCP AIV, BFF VII and BFF VII-B.
(d) During
the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
CUSIP NO. U96217AA9
|
13
D
|
Page
14 of 18 Pages
|
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship:
BCP AIV, BFF VII and
BFF VII-B are Delaware limited partnerships. BCMC VII is a Delaware limited liability company. Cohler, Dunlevie, Fenton, Gurley, Harvey,
Lasky and Spurlock are United States citizens.
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
On October 20, 2021
(the “Closing Date”), (i) BowX Acquisition Corp. (“BowX”) consummated a business combination (the “Business
Combination”) by and among BowX, BowX Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”), BowX Merger Subsidiary
II, LLC, a Delaware limited liability company (“Merger Sub II”) and WeWork Inc., a Delaware corporation (“Legacy WeWork”),
(ii) BowX changed its name to “WeWork Inc.” and (iii) Merger Sub merged with and into Legacy WeWork (the “First Merger”)
and the surviving corporation of the First Merger merged with and into Merger Sub II. As part of the Business Combination, each share
of Legacy WeWork common stock was exchanged for 0.82619 shares of common stock of the Issuer. Upon
consummation of the Business Combination, the Reporting Persons’ collective holdings of shares of Legacy WeWork common stock
converted into an aggregate of 19,471,310 shares of Class A Common Stock of the Issuer.
The funds used by BCP
AIV, BFF VII and BFF VII-B to acquire the securities of Legacy WeWork were from working capital.
On October 20, 2021,
Dunlevie, through a family trust entity, purchased an aggregate of 1,000,000 shares of Class A Common Stock in a private placement at
a purchase price of $10.00 per share, or $10,000,000 in the aggregate.
|
ITEM 4.
|
Purpose of Transaction.
|
The Reporting Persons hold their securities
of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire
additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Persons
in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their
respective partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of
numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing
evaluation of the Company’s business, financial condition, operations and prospects; the relative attractiveness of alternative
business and investment opportunities, and other future developments.
Except
as set forth above and in Item 6 and any plans or proposals that may from time to time be discussed or considered by the board
of directors of the Issuer, including Dunlevie, who is a managing member of the BCMC VII and a member of the Issuer’s board of directors,
in his fiduciary capacity as a director of the Issuer, the Reporting Persons have no present plans or intentions which would result in
or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
CUSIP NO. U96217AA9
|
13
D
|
Page
15 of 18 Pages
|
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
|
|
(a)
|
See
Rows 11 and 13 for each Reporting Person. The percentage listed in Row 13 for each Reporting
Person was calculated based upon 696,492,801 shares of Class A Common Stock reported to be
outstanding as of October 20, 2021, in the Issuer’s Form 8-K, filed with the Securities
and Exchange Commission on October 26, 2021.
|
BCP AIV, for itself and as nominee
for BFF VII and BFF VII-B, are a party to that certain Stockholders Agreement (the “Stockholders Agreement”) dated as of October 20,
2021, among the Issuer, BCP AIV, the BowX Investor (as defined therein), the SB Investor (as defined therein) and the VF Investor
(as defined therein, and together with the BowX Investor and the SB Investor, the “Other Parties”). By virtue of BCP AIV being
a party to the Stockholders Agreement, each of the Reporting Persons on this Schedule 13D may be deemed to be members of a “group”,
as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the Other Parties. The parties to the Stockholders
Agreement hold, in the aggregate, more than 10% of the Class A Common Stock of the Issuer. The share ownership reported for the Reporting
Persons does not include any securities of the Issuer owned by the Other Parties, and each of the Reporting Persons disclaim beneficial
ownership of the securities beneficially owned by the Other Parties.
|
|
(b)
|
See
Rows 7, 8, 9, and 10 for each Reporting Person.
|
|
|
(c)
|
Except as described in Item 3, the Reporting Persons have not engaged in any transaction with respect
to the Class A Common Stock during the sixty days prior to the date of filing this Schedule 13D.
|
|
|
(d)
|
Under
certain circumstances set forth in the limited partnership agreements of BCP AIV, BFF VII
and BFF VII-B, the general partners and the limited partners of each, as applicable, may
be deemed to have the right to receive dividends from, or the proceeds from, the sale of
shares of the Issuer owned by each such entity of which they are a partner or managing member.
|
|
ITEM 6.
|
Contracts, Arrangements, Understandings or Relationships with respect to the Securities of
the Issuer.
|
Registration Rights Agreement
In connection
with the consummation of the Business Combination, the Issuer and certain of its stockholders, including BCP AIV, BFF VII and BFF VII-B
(the “Benchmark Funds”) entered into the Amended and Restated Registration Rights Agreement (the “Registration Rights
Agreement”). Pursuant to the Registration Rights Agreement, these parties have customary registration rights, including demand
and piggy-back rights, subject to cooperation and cut-back provisions.
CUSIP NO. U96217AA9
|
13
D
|
Page
16 of 18 Pages
|
Lock-Up Agreement
Pursuant to a lock-up agreement (the “Lock-up
Agreement”) entered into in connection with the Business Combination, without the prior written consent of the Board and subject
to certain exceptions, the Benchmark Funds agreed, subject to enumerated customary exceptions, not to transfer shares of Common Stock
for a period of one year after the Closing Date.
The foregoing description of the terms
of the Registration Rights Agreement and the Lock-up Agreement is intended as a summary only and is qualified in its entirety by reference
to the Amended and Restated Registration Rights Agreement and Form of Lock-up Agreement, which are filed as exhibits to this Schedule
13D and incorporated by reference herein.
The information provided in Items 3,
4 and 5 is hereby incorporated by reference herein.
Other than as described in this Schedule
13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the
Issuer.
|
ITEM 7.
|
Materials to be Filed as Exhibits.
|
Exhibit
A: Reference to An-Yen Hu as Attorney-In-Fact
Exhibit
B: Agreement regarding joint filing of Schedule 13D
Exhibit
C: Stockholders Agreement (incorporated herein by reference to Exhibit 10.2 of the Issuer’s Report on Form 8-K (File
No. 001-39419), filed with the SEC on October 26, 2021).
Exhibit
D: Amended and Restated Registration Rights Agreement (incorporated herein by reference to Exhibit 10.1 of the Issuer’s
Current Report on Form 8-K (File No. 001-39419), filed with the SEC on October 26, 2021).
Exhibit
E: Form of Lock-up Agreement (incorporated herein by reference to Annex M of the Issuer’s Form 424(b)(3) (Registration
No. 333-256133), filed with the SEC on September 20, 2021).
CUSIP NO. U96217AA9
|
13
D
|
Page
17 of 18 Pages
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 1, 2021
|
|
BENCHMARK CAPITAL PARTNERS VII (AIV), L.P.,
a Delaware Limited Partnership
|
|
|
|
|
|
BENCHMARK FOUNDERS’ FUND VII, L.P.,
a Delaware Limited Partnership
|
|
|
|
|
|
BENCHMARK FOUNDERS’ FUND VII-B, L.P.,
a Delaware Limited Partnership
|
|
|
|
|
|
BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.,
a Delaware Limited Liability Company
|
|
|
|
|
|
|
|
|
By:
|
/s/ An-Yen Hu
|
|
|
|
An-Yen Hu
|
|
|
|
By power of attorney
|
|
|
|
|
|
|
|
|
MATTHEW R. COHLER
|
|
|
BRUCE W. DUNLEVIE
|
|
|
PETER H. FENTON
|
|
|
J. WILLIAM GURLEY
|
|
|
KEVIN R. HARVEY
|
|
|
MITCHELL H. LASKY
|
|
|
STEVEN M. SPURLOCK
|
|
|
|
|
|
|
|
|
By:
|
/s/ An-Yen Hu
|
|
|
|
An-Yen Hu
|
|
|
|
Attorney-in-Fact
|
*Signed pursuant to a Power of Attorney already on file with the appropriate
agencies.
CUSIP NO. U96217AA9
|
13
D
|
Page
18 of 18 Pages
|
EXHIBIT INDEX
|
Exhibit
|
Description
|
|
|
|
|
A
|
Reference to An-Yen Hu as Attorney-In-Fact
|
|
|
|
|
B
|
Agreement of Joint Filing
|
|
|
|
|
C
|
Stockholders Agreement (incorporated herein by reference to Exhibit
10.2 of the Issuer’s Report on Form 8-K (File No. 001-39419), filed with the SEC on October 26, 2021).
|
|
|
|
|
D
|
Amended and Restated Registration Rights Agreement (incorporated herein by reference to Exhibit 10.1 of the Issuer’s Current
Report on Form 8-K (File No. 001-39419), filed with the SEC on October 26, 2021).
|
|
|
|
|
E
|
Form of Lock-up Agreement (incorporated herein by reference to Annex M of the Issuer’s Form 424(b)(3) (Registration No.
333-256133), filed with the SEC on September 20, 2021).
|
EXHIBIT A
BENCHMARK
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each entity listed on Schedule A attached hereto (each a “Granting Entity,”
and collectively the “Granting Entities”) and each person listed on Schedule B attached hereto (each,
a “Granting Equity Holder” and collectively, the “Granting Equity Holders”), hereby
constitutes and appoints An-Yen E. Hu its true and lawful attorney-in-fact (the “Attorney-in-Fact”)
to act for and on behalf of such person in its own capacity and in its capacity as a manager, member, general partner or similar control
person (“Control Person”) of any other Granting Entity to:
|
|
a.
|
execute
contracts, agreements, instruments, certificates and documents that arise in the ordinary
course of business on behalf of such person in its own capacity and in its capacity as a
Control Person in accordance with and subject to the provisions of the relevant governing
documents of such person and applicable law, including, but not limited to, stock powers,
stock purchase agreements, voting agreements, co-sale agreements, investor rights agreements,
management rights agreements, proxies, ballots, indemnification agreements, waivers, stockholder
written consents or amendments or modifications to any of the foregoing, and documents related
to opening and maintaining bank and brokerage accounts;
|
|
|
b.
|
execute,
individually or jointly with any other reporting persons, any and all reports, notices, communications
and other documents (including, but not limited to, reports or filings on Form ADV, Form
D, Schedule 13D, Schedule 13G, Form 13-F, Form 13H, Form 3, Form 4, Form 5 and any applicable
registration statements) that such Granting Entity or Granting Equity Holder may be required
to file with any foreign or domestic regulatory authority, including, but not limited to,
the United States Securities and Exchange Commission pursuant to the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940 or the Investment
Advisers Act of 1940, each as amended and with the implementing rules and regulations thereto
(collectively, the “Reports”) with respect to such person’s
(i) status as an officer, member or director of, or (ii) ownership of, or transactions in,
securities of, any entity whose securities are beneficially owned (directly or indirectly)
by such person;
|
|
|
c.
|
do
and perform any and all acts for and on behalf of such Granting Entity or Granting Equity
Holder that may be necessary or desirable to complete and execute any such Reports and timely
file such forms, reports, notices and schedules with the United States Securities and Exchange
Commission and any stock exchange or other domestic or foreign authority; and
|
|
|
d.
|
take
any other action of any type whatsoever in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required
by, such Granting Entity or Granting Equity Holder, it being understood that the documents
executed by such attorney-in-fact on behalf of such person, pursuant to this Power of Attorney,
shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
|
Each Granting Entity and
Granting Equity Holder hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as such person might or could do if personally present, with full power of revocation, hereby ratifying and confirming
all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. Each Granting Entity and Granting Equity Holder acknowledges that no such attorney-in-fact,
in serving in such capacity at the request of such person, is hereby assuming, nor is any other Granting Entity or Granting Equity Holder
hereby assuming, any of such person’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of
1934 or otherwise.
One or more additional Granting
Entities or Granting Equity Holders may become a party to this Power of Attorney after the date hereof without the consent of any of
the other parties hereto by executing a counterpart to this Power of Attorney. Schedule A and Schedule B shall be amended
from time to time by the attorney-in-fact to reflect the addition or removal of any Granting Entity or Granting Equity Holder.
This Power of Attorney shall
remain in full force and effect with respect to a Granting Entity or a Granting Equity Holder until the delivery by such Granting Entity
or Granting Equity Holder to the Attorney-in-Fact at his last known business address of a written revocation, in whole or in part, of
this Power of Attorney.
[Remainder of page left
blank]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of July 13, 2020.
|
|
GRANTING ENTITIES
|
|
|
|
|
|
|
|
|
|
|
|
BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.
|
|
|
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
|
Name: Steven M. Spurlock
|
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
|
BENCHMARK CAPITAL PARTNERS VII (AIV), L.P.
|
|
|
|
By: Benchmark Capital Management Co. VII, L.L.C.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
|
Name: Steven M. Spurlock
|
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
|
BENCHMARK FOUNDERS’ FUND VII, L.P.
|
|
|
|
By: Benchmark Capital Management Co. VII, L.L.C.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
|
Name: Steven M. Spurlock
|
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
|
BENCHMARK FOUNDERS’ FUND VII-B, L.P.
|
|
|
|
By: Benchmark Capital Management Co. VII, L.L.C.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
|
Name: Steven M. Spurlock
|
|
|
|
Title: Managing Member
|
|
|
GRANTING EQUITY HOLDERS
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew R. Cohler
|
|
|
|
|
Matthew R. Cohler
|
|
|
|
|
|
|
|
By:
|
/s/ Bruce W. Dunlevie
|
|
|
|
|
Bruce W. Dunlevie
|
|
|
|
|
|
|
|
By:
|
/s/ Peter H. Fenton
|
|
|
|
|
Peter H. Fenton
|
|
|
|
|
|
|
|
By:
|
/s/ J. William Gurley
|
|
|
|
|
J. William Gurley
|
|
|
|
|
|
|
|
By:
|
/s/ Kevin R. Harvey
|
|
|
|
|
Kevin R. Harvey
|
|
|
|
|
|
|
|
By:
|
/s/ Mitchell H. Lasky
|
|
|
|
|
Mitchell H. Lasky
|
|
|
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
|
|
Steven M. Spurlock
|
SCHEDULE A
GRANTING ENTITIES
BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.
BENCHMARK CAPITAL PARTNERS VII (AIV), L.P.
BENCHMARK FOUNDERS’ FUND VII, L.P.
BENCHMARK FOUNDERS’ FUND VII-B, L.P.
SCHEDULE B
GRANTING EQUITY HOLDERS
Matthew R. Cohler
Bruce W. Dunlevie
Peter H. Fenton
J. William Gurley
Kevin R. Harvey
Mitchell H. Lasky
Steven M. Spurlock
exhibit
B
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule
13D (or any amendment thereto) relating to the Class A Common Stock of WeWork Inc. shall be filed on behalf of each of the undersigned
and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Date: November 1, 2021
|
|
BENCHMARK CAPITAL PARTNERS VII (AIV), L.P.,
a Delaware Limited Partnership
|
|
|
|
|
|
BENCHMARK FOUNDERS’ FUND VII, L.P.,
a Delaware Limited Partnership
|
|
|
|
|
|
BENCHMARK FOUNDERS’ FUND VII-B, L.P.,
a Delaware Limited Partnership
|
|
|
|
|
|
BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.,
a Delaware Limited Liability Company
|
|
|
|
|
|
|
|
|
By:
|
/s/ An-Yen Hu
|
|
|
|
An-Yen Hu
|
|
|
|
By power of attorney
|
|
|
|
|
|
|
|
|
MATTHEW R. COHLER
|
|
|
BRUCE W. DUNLEVIE
|
|
|
PETER H. FENTON
|
|
|
J. WILLIAM GURLEY
|
|
|
KEVIN R. HARVEY
|
|
|
MITCHELL H. LASKY
|
|
|
STEVEN M. SPURLOCK
|
|
|
|
|
|
|
|
|
By:
|
/s/ An-Yen Hu
|
|
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An-Yen Hu
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Attorney-in-Fact
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*Signed pursuant to a Power of Attorney already on file with the appropriate
agencies.
exhibit C
Stockholders Agreement (incorporated herein by reference to Exhibit
10.2 of the Issuer’s Report on Form 8-K (File No. 001-39419), filed with the SEC on October 26, 2021).
exhibit
D
Amended and Restated Registration Rights Agreement
(incorporated herein by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K (File No. 001-39419), filed with the
SEC on October 26, 2021).
exhibit E
Form of Lock-up Agreement (incorporated herein
by reference to Annex M of the Issuer’s Form 424(b)(3) (Registration No. 333-256133), filed with the SEC on September 20, 2021).