Securities Registration: Employee Benefit Plan (s-8)
22 Fevereiro 2023 - 6:09PM
Edgar (US Regulatory)
As filed with the
Securities and Exchange Commission on February 22, 2023
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
UBER TECHNOLOGIES,
INC.
(Exact name of Registrant
as specified in its charter)
Delaware |
45-2647441 |
(State
or other jurisdiction of
incorporation
or organization) |
(IRS
employer
identification
number) |
1515
3rd Street |
|
San
Francisco, California |
94158 |
(Address
of Principal Executive Offices) |
(Zip
Code) |
2019 Equity Incentive
Plan
2019 Employee Stock
Purchase Plan
(Full titles of the
plan)
Nelson Chai
Chief Financial Officer
Uber Technologies,
Inc.
1515 3rd Street
San Francisco, California
94158
(415) 612-8582
(Name, address, including
zip code and telephone number, including area code, of agent for service)
Copies to:
David
Peinsipp
Siana
Lowrey
Cooley
LLP
3
Embarcadero Center, 20th Floor
San
Francisco, California 94111-4004
(415)
693-2000 |
|
Tony
West
Uber Technologies, Inc.
1515 3rd Street
San Francisco, California 94158
(415) 612-8582 |
|
|
|
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
x |
|
Accelerated
filer |
o |
Non-accelerated
filer |
o |
|
Smaller
reporting company |
o |
|
|
|
Emerging
growth company |
o |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Registration Statement
on Form S-8 is being filed by Uber Technologies, Inc. (the “Registrant”) with the Securities and Exchange Commission (the
“Commission”) for the purpose of registering (i) an additional 100,275,135 shares of the Registrant’s common stock,
par value $0.00001 per share (the “Common Stock”), to be issued pursuant to the Registrant’s 2019 Equity Incentive
Plan (the “2019 Plan”) and (ii) an additional 20,055,027 shares of Common Stock to be issued pursuant to the Registrant’s
2019 Employee Stock Purchase Plan (the “2019 ESPP”). The Registrant previously registered (a) 130,000,000 shares of Common
Stock that are or may become issuable under the 2019 Plan and 25,000,000 shares of Common Stock that are or may become issuable under
the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-231430) filed with the Commission
on May 13, 2019, (b) an additional 88,027,075 shares of Common Stock that are or may become issuable under the 2019 Plan and an additional
17,166,767 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the Registrant’s Registration
Statement on Form S-8 (File No. 333-235776) filed with the Commission on January 2, 2020, (c) an additional 92,489,696 shares
of Common Stock that are or may become issuable under the 2019 Plan and an additional 18,497,939 shares of Common Stock that are or may
become issuable under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-253677)
filed with the Commission on March 1, 2021, and (d) an additional 97,470,577 shares of Common Stock that are or may become issuable under
the 2019 Plan and an additional 19,494,115 shares of Common Stock that are or may become issuable under the 2019 ESPP pursuant to the
Registrant’s Registration Statement on Form S-8 (File No. 333-262994) filed with the Commission on February 24, 2022 (collectively,
the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as those to which
the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8. Pursuant to General Instruction
E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM
3. |
INCORPORATION
OF DOCUMENTS BY REFERENCE |
The following documents
filed with the Commission by the Registrant are hereby incorporated into this Registration Statement by reference (other than information
in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission):
|
1. |
The
Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, filed with the Commission on February 21, 2023; and |
|
2. |
The
description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A
filed with the Commission on May 7, 2019, including any
amendments or reports filed for the purpose of updating this description, and any amendments or reports filed for the purposes of
updating such description. |
In addition, all documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent
to the date of this Registration Statement (other than information in such filings deemed, under Commission rules or otherwise, not to
have been filed with the Commission), and prior to the filing of a post-effective amendment to this Registration Statement that indicates
that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained
in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein
or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
The exhibits to this Registration Statement
are listed below:
(1) | Filed with the Commission on
August 5, 2021 as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38902) and incorporated herein by
reference. |
(2) | Filed with the Commission on
August 5, 2021, as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38902) and incorporated herein by
reference. |
(3) | Filed with the Commission on
April 26, 2019 as Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and
incorporated herein by reference. |
(4) | Filed with the Commission on
April 11, 2019 as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and incorporated herein
by reference. |
(5) | Filed with the Commission on
April 11, 2019 as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and incorporated herein
by reference. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of California, on February 22, 2023.
|
|
Uber
Technologies, Inc. |
|
|
|
|
By: |
/s/
Dara Khosrowshahi |
|
|
Name:
Dara Khosrowshahi |
|
|
Title:
Chief Executive Officer and Director |
|
|
|
POWER OF ATTORNEY
Know All Persons
By These Presents, that each person whose signature appears below constitutes and appoint Dara Khosrowshahi, Nelson Chai, and Tony
West, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,
for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
Signature |
Title |
Date |
|
|
|
/s/ Dara
Khosrowshahi |
Chief
Executive Officer and Director |
February 22, 2023 |
Dara
Khosrowshahi |
(Principal
Executive Officer) |
|
/s/ Nelson
Chai |
Chief
Financial Officer |
February 22, 2023 |
Nelson
Chai |
(Principal
Financial Officer) |
|
|
|
|
/s/ Glen
Ceremony |
Chief
Accounting Officer and Global Corporate Controller |
February 22, 2023 |
Glen
Ceremony |
(Principal
Accounting Officer) |
|
|
|
|
/s/ Ronald
Sugar |
Chairperson
of the Board of Directors |
February 22, 2023 |
Ronald
Sugar |
|
|
|
|
|
/s/ Revathi
Advaithi |
Director |
February 22, 2023 |
Revathi
Advaithi |
|
|
|
|
|
/s/ Ursula
Burns |
Director |
February 22, 2023 |
Ursula
Burns |
|
|
|
|
|
/s/ Robert
Eckert |
Director |
February 22, 2023 |
Robert
Eckert |
|
|
|
|
|
/s/ Amanda
Ginsberg |
Director |
February 22, 2023 |
Amanda
Ginsberg |
|
|
|
|
|
/s/ Wan
Ling Martello |
Director |
February 22, 2023 |
Wan
Ling Martello |
|
|
|
|
|
/s/ H.E.
Yasir Al-Rumayyan |
Director |
February 22, 2023 |
H.E.
Yasir Al-Rumayyan |
|
|
|
|
|
/s/ John
Thain |
Director |
February 22, 2023 |
John
Thain |
|
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|
/s/ David
Trujillo |
Director |
February 22, 2023 |
David
Trujillo |
|
|
|
|
|
/s/ Alexander
Wynaendts |
Director |
February 22, 2023 |
Alexander
Wynaendts |
|
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