2/24/2018 S-1 Table of Contents retains the discretion to increase or decrease the cash bonus pool under the 2017 Bonus Plan based on our achievements of those corporate financial performance measures in 2017. In addition, the actual bonus amount payable under the 2017 Bonus Plan may be modified based on individual performance for 2017. Following the end of 2017, our compensation committee reviewed our achievements against the revenue and free cash flow corporate financial performance measures and determined that we exceeded target levels of achievement for each of these performance measures. Accordingly, the annual bonus payment for each of our named executive officers was calculated based on 100% of his target bonus amount, which is described under “— Executive Employment Arrangements.” Mr. Clark’s amount is pro­rated based on his length of service with us in 2017. The actual bonus amounts payable to our named executive officers under the 2017 Bonus Plan are set forth in the “2017 Summary Compensation Table.” Outstanding Equity Awards at 2017 Year­End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2017. Stock awards Number of Market value shares or of shares or units of stockunits of stock Grant that have notthat have not (1) Name date vested vested ($) (2) Andrew W. Houston 12/12/17 15,500,000 — (2) Arash Ferdowsi 12/12/17 6,600,000 — (3) Quentin J. Clark 9/8/17 3,000,000 (1) The market price for our Class A common stock is based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus. (2) This award represents RSAs granted to each of Messrs. Houston and Ferdowsi pursuant to a stand­alone restricted stock award agreement. The shares underlying the RSAs are Class A common stock. The RSAs vest over a period of up to ten years upon achievement of service­based, market­based, and liquidity event­related performance vesting conditions. See “—Co­Founder Restricted Stock Awards” for additional information. (3) This award represents RSUs granted to Mr. Clark pursuant to our 2017 Plan. 25% of the shares of our Class A common stock underlying the RSUs vest on th August 15, 2018, and an additional 3/48 of the total number of shares of our Class A common stock underlying the RSUs vests in equal quarterly installments, each subject to continued service through each such vesting date. Co­Founder Restricted Stock Awards In December 2017, our Board of Directors approved a grant to our co­founders, Messrs. Houston and Ferdowsi, of RSAs with respect to 22.1 million shares of Class A common stock in the aggregate, or, collectively, the Co­Founder Grants, of which 15.5 million RSAs were granted to Mr. Houston, our co­founder and Chief Executive Officer, and 6.6 million RSAs were granted to Mr. Ferdowsi, our co­founder and Director. The Co­ Founder Grants vest upon the satisfaction of the service condition and achievement of certain stock price goals, as described below. While the Co­ Founder Grants have certain stockholder rights, such as the right to vote the shares with the other holders of our Class A common stock, the Co­Founder Grants will be excluded from Class A common stock issued and outstanding until the satisfaction of the related vesting conditions. In determining the terms and conditions of these Co­Founder Grants, the Board of Directors considered that neither co­founder had received an equity award since founding the Company and wanted to provide a meaningful incentive to the co­founders to continue to drive the growth of the business following the completion of this offering. The Board of Directors thought it was important for the Co­Founder Grants to not simply vest based on the passage of time while our co­founders provide service to us. Rather, the Co­Founder Grants will vest only if we achieve certain stock price goals, which if achieved, would allow our other stockholders to benefit tremendously from such increases in our stock price. 136 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 144/235