2/24/2018 S-1 Table of Contents Option and RSU Issuances From January 1, 2014 to December 31, 2017, we granted to our directors, officers, employees, consultants, and other service providers options to purchase an aggregate of 15,443,120 shares of our Class B common stock under our 2008 Plan at exercise prices ranging from approximately $13.84 to $16.82 per share. From January 1, 2014 to December 31, 2017, we granted to our directors, officers, employees, consultants, and other service providers an aggregate of 28,780,524 RSUs to be settled in shares of our Class A common stock under our 2017 Plan and an aggregate of 76,983,474 RSUs to be settled in shares of our Class B common stock under our 2008 Plan. RSA Grants In December 2017, we granted RSAs with respect to 22.1 million shares of Class A common stock, 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. Shares Issued in Connection with Third­Party Tender Offer From January 1, 2014 to December 31, 2017, we issued an aggregate of 8,193,202 shares of our Class A common stock in connection with a third­ party tender offer to purchase shares of our capital stock from certain holders of our Class B common stock and convertible preferred stock. Each share of our Class B common stock and convertible preferred stock transferred in connection with the tender offer was automatically converted to one share of our Class A common stock. Shares Issued in Connection with Acquisitions From January 1, 2014 to December 31, 2017, we issued an aggregate of 6,265,795 shares of our Class B common stock in connection with our acquisitions of certain companies or their assets and as consideration to individuals and entities who were former service providers and/or stockholders of such companies. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits. See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on Form S­1, which Exhibit Index is incorporated herein by reference. (b) Financial statement schedules. All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto. ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. II­3 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 230/235