Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

Convertible Preferred Stock [Abstract]

In January 2021, the Company issued 11,888,886 shares of Series H convertible preferred stock to certain institutional accredited investors in a private placement at a purchase price of $45.00 per share for aggregate net proceeds of approximately $534.3 million. There was no underwriter or placement agent used in connection with this sale.

The Company previously issued Series A, Series B, Series C, Series D, Series D-1, Series E, Series F, and Series G prior to 2021. In November 2020, pursuant to a conversion notice and an exchange agreement with entities affiliated with the Company’s Founder, President, CEO and Chair of the Company’s board of directors, all outstanding convertible preferred stock held by those entities were converted into our Class A common stock and thereafter all 57.3 million outstanding shares of Class A common stock held by those entities were exchanged for 57.3 million shares of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion.

Immediately prior to the completion of the Direct Listing on March 10, 2021, all outstanding shares of the Company’s convertible preferred stock converted into an aggregate of 349,123,976 shares of Class A common stock.

The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock, and the rights and preferences of the Company’s respective series preceding the Direct Listing in March 2021 (in thousands except per share data):


Series	Shares		Per share price at issuance		Per share conversion price		Aggregate Liquidation Preference		Carrying Value of Preferred
	Authorized	Outstanding
A	28,000	16,358	$	0.02	$	0.02	$	327	$	313
B	45,532	45,532	$	0.03	$	0.03	1,070		1,054
C	95,290	95,290	$	0.03	$	0.03	2,935		4,150
D	54,860	54,215	$	0.04	$	0.04	2,150		2,097
D-1	44,706	44,706	$	0.09	$	0.09	4,172		12,998
E	24,340	24,340	$	1.03	$	1.03	25,000		24,906
F	33,149	33,149	$	4.53	$	4.53	150,000		149,640
G	23,645	23,645	$	6.34	$	6.34	150,000		149,669
H	12,222	11,889	$	45.00	$	45.00	535,000		534,286
Total	361,744	349,124					$	870,654	$	879,113

The following table summarizes the convertible preferred stock outstanding prior to the conversion into common stock, and the rights and preferences of the Company’s respective series as of December 31, 2020 (in thousands except per share data):


Series	Shares		Per share price at issuance		Per share conversion price		Aggregate Liquidation Preference		Carrying Value of Preferred
	Authorized	Outstanding
A	28,000	16,358	$	0.02	$	0.02	$	327	$	313
B	45,532	45,532	$	0.03	$	0.03	1,070		1,054
C	95,290	95,290	$	0.03	$	0.03	2,935		4,150
D	54,860	54,215	$	0.04	$	0.04	2,150		2,097
D-1	44,706	44,706	$	0.09	$	0.09	4,172		12,998
E	24,340	24,340	$	1.03	$	1.03	25,000		24,906
F	33,149	33,149	$	4.53	$	4.53	150,000		149,640
G	23,645	23,645	$	6.34	$	6.34	150,000		149,669
Total	349,522	337,235					$	335,654	$	344,827