2/24/2018 S-1 Table of Contents UNDERWRITING (CONFLICTS OF INTEREST) We, the selling stockholders and the underwriters named below will enter into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter will severally agree to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the representatives of the underwriters. Underwriters Number of shares Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Deutsche Bank Securities Inc. Allen & Company LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC Jefferies LLC Macquarie Capital (USA) Inc. Canaccord Genuity Inc. JMP Securities LLC KeyBanc Capital Markets Inc. Piper Jaffray & Co. Total The underwriters will be committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below, unless and until this option is exercised. The underwriters will have an option to buy up to an additional shares from us and the selling stockholders to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above. The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares. Paid by us No exercise Full exercise Per share $ $ Total $ $ Paid by the selling stockholders No exercise Full exercise Per share $ $ Total $ $ Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, 172 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 180/235
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