2/24/2018 S-1 Table of Contents standards of “due diligence” with respect to, the registration statement. has agreed to act as qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act of 1933, as amended, or the Securities Act. The number of shares of our Class A common stock, Class B common stock, and Class C common stock that will be outstanding after this offering is based on 17,727,212 shares of our Class A common stock, 522,752,944 shares of our Class B common stock, and no shares of our Class C common stock outstanding as of December 31, 2017, and reflects: • (i) 387,934 shares of preferred stock and 3,914,934 shares of Class B common stock that will convert into Class A common stock immediately prior to the completion of this offering pursuant to the terms of certain transfer agreements, and (ii) 220,965,979 shares of preferred stock that will automatically convert into shares of Class B common stock immediately prior to the completion of this offering pursuant to the terms of our amended and restated certificate of incorporation, which we refer to, collectively, as the Capital Stock Conversions; and • 23,844,147 shares of our Class B common stock subject to RSUs, for which the service condition was satisfied as of December 31, 2017, and for which we expect the Performance Vesting Condition to be satisfied upon the effectiveness of our registration statement related to this offering (after repurchasing 15,244,619 shares of our Class B common stock subject to RSUs to satisfy tax withholding obligations at an assumed tax rate of 39%, with an equivalent number of shares of our Class A common stock becoming available for issuance under our 2018 Equity Incentive Plan, or our 2018 Plan), or the RSU Settlement. The shares of our Class A common stock, Class B common stock, and Class C common stock outstanding as of December 31, 2017 excludes the following: • 22,100,000 shares of our Class A common stock subject to restricted stock awards, or RSAs, that were granted to our co­founders, or collectively, the Co­Founder Grants, and vest upon the satisfaction of a service condition and achievement of certain stock price goals; • 7,439,253 shares of our Class B common stock issuable upon the exercise of options to purchase shares of our Class B common stock outstanding as of December 31, 2017, with a weighted­average exercise price of $7.01 per share; • 25,061,536 shares of our Class A common stock and 18,240,237 shares of our Class B common stock subject to RSUs outstanding, but for which the service condition was not satisfied, as of December 31, 2017; • 14,865,820 shares of our Class A common stock subject to RSUs granted after December 31, 2017; • 98,969,443 shares of our Class A common stock reserved for future issuance under our equity compensation plans, consisting of: • 77,297,109 shares of our Class A common stock to be reserved for future issuance under our 2018 Plan, which will become effective prior to the completion of this offering (including the shares that will be repurchased by us in connection with the RSU Settlement); • 15,467,085 shares of our Class A common stock reserved for future issuance under our 2017 Equity Incentive Plan, or our 2017 Plan, which number of shares includes an additional 2,000,000 shares of our Class A common stock reserved for issuance under our 2017 Plan that was approved by our Board of Directors in February 2018 (and which we expect our stockholders to approve), 9 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 16/235