Net Loss per Share Attributable to Common Stock

3 Months Ended

Mar. 31, 2023

Net Loss per Share Attributable to Common Stock

Net loss per share attributable to common stock is computed by dividing the net loss attributable to common stock by the weighted-average number of common shares outstanding. We have outstanding stock options, restricted stock units, options to purchase shares under our ESPP, convertible preferred stock, and convertible senior notes, which are considered in the calculation of diluted net loss per share whenever doing so would be dilutive.

We calculate basic and diluted net loss per share attributable to common stock in conformity with the two-class method required for companies with participating securities. We consider our convertible preferred stock to be participating securities. Under the two-class method, net loss attributable to common stock is not allocated to the preferred stock as its holders do not have a contractual obligation to share in losses, as discussed in Note 12.

The calculation of basic and diluted net loss per share attributable to common stock was as follows:


	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(60,798)	$	(90,806)
Dividends on convertible preferred stock	(226)		(793)

Net loss attributable to common stock—basic and diluted	$	(61,024)	$	(91,599)
Denominator:
Weighted-average shares—basic and diluted(1)	110,103,598		106,664,140



Net loss per share attributable to common stock—basic and diluted	$	(0.55)	$	(0.86)

(1) Basic and diluted weighted-average shares outstanding include (i) common stock earned but not yet issued related to share-based dividends on our convertible preferred stock, and (ii) restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors.

The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive:


	Three Months Ended March 31,
	2023	2022
2023 notes as if converted	769,623	769,623
2025 notes as if converted	5,054,851	9,119,960
2027 notes as if converted	6,147,900	6,147,900
Convertible preferred stock as if converted	2,040,000	2,040,000
Stock options outstanding	3,235,085	3,955,888
Restricted stock units outstanding(1)(2)	15,026,404	4,602,696
Employee stock purchase plan	1,422,936	265,167
Total	33,696,799	26,901,234

(1) Excludes 1,478,501 incremental PSUs that could vest, assuming applicable performance criteria and market conditions are achieved at 200% of target, which is the maximum achievement level. See Note 12 for additional information regarding PSUs.

(2) Excludes 21,409 restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors as of March 31, 2023.