S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the U.S. Securities and Exchange Commission on April 13, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Fastly, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

27-5411834

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer

Identification No.)

475 Brannan Street, Suite 300

San Francisco, CA 94107

(844) 432-7859

(Address of principal executive offices) (Zip code)

Fastly, Inc. 2019 Equity Incentive Plan

Fastly, Inc. 2019 Employee Stock Purchase Plan

(Full titles of the plans)

Paul Luongo

General Counsel and Senior Vice President, Trust

Fastly, Inc.

475 Brannan Street, Suite 300, San Francisco, CA 94107

(844) 432-7859

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Seth J. Gottlieb

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

Paul Luongo

General Counsel and

Senior Vice President, Trust

Fastly, Inc.

475 Brannan Street, Suite 300

San Francisco, CA 94107

(844) 432-7859

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Common Stock, par value $0.00002 per share
– 2019 Equity Incentive Plan	4,750,880 (2)	$17.95 (4)	$85,278,296.00	$11,069.13
– 2019 Employee Stock Purchase Plan	950,176 (3)	$15.25 (5)	$14,490,184.00	$1,880.83
Total	5,701,056		$99,768,480.00	$12,949.96

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock of Fastly, Inc. (“Fastly”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Fastly’s Class A common stock.

(2)	Represents 4,750,880 additional shares of Class A common stock available for issuance as a result of the annual evergreen increase on January 1, 2020 under Fastly’s 2019 Equity Incentive Plan (the “2019 Plan”).

(3)	Represents 950,176 additional shares of Class A common stock available for issuance as a result of the annual evergreen increase on January 1, 2020 under Fastly’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”).

(4)	Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis of $17.95, the average of the high and low prices of Fastly’s Class A common stock as reported on The New York Stock Exchange on April 6, 2020.

(5)

Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis of 85% of $17.95, the average of the high and low prices of Fastly’s Class A common stock as reported on The New York Stock Exchange on April 6, 2020. Pursuant to the 2019 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of common stock will be 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the last day of the offering period.

EXPLANATORY NOTE

2019 Equity Incentive Plan

The 2019 Equity Incentive Plan (the “2019 Plan”) of Fastly, Inc. (“Fastly”) provides that the total number of shares reserved for issuance under the 2019 Plan will automatically increase on January 1st of each calendar year, from January 1, 2020 to January 1, 2029, in an amount equal to 5% of the total number of shares of Fastly’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by Fastly’s Board of Directors. Accordingly, on January 1, 2020, the number of shares of Class A common stock that may be issued upon the exercise of incentive stock options under the 2019 Plan increased by an additional 4,750,880 shares (or 5% of the outstanding shares of Fastly’s Capital Stock (as defined in the 2019 Plan) as of December 31, 2019).

2019 Employee Stock Purchase Plan

The 2019 Employee Stock Purchase Plan (the “2019 ESPP”) of Fastly provides that the total number of shares reserved for issuance under the 2019 ESPP will automatically increase on January 1st of each calendar year, from January 1, 2020 to January 1, 2029, by the lesser of (i) one percent (1%) of the total number of shares of Capital Stock (as defined in the 2019 ESPP) outstanding on the last day of the immediately preceding calendar year, and (ii) 2,500,000 shares of common stock; provided that prior to the date of any such increase, Fastly’s Board of Directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Accordingly, on January 1, 2020, the number of shares of Class A common stock reserved under the 2019 ESPP increased by an additional 950,176 shares (or 1% of the outstanding shares of Fastly’s capital stock as of December 31, 2019).

These additional shares of Class A common stock are securities of the same class as other securities for which the Registration Statement on Form S-8 (File No. 333-231558) (“Prior Form S-8”) was filed with the Securities and Exchange Commission (“Commission”) on May 17, 2019.

This Registration Statement relates to securities of the same class as that to which the Prior Form S-8 relates, and is submitted in accordance with General Instruction E to Form S-8. Pursuant to General Instruction E of Form S-8, the contents of the Prior Form S-8, to the extent relating to the registration of Common Stock issuable under the 2019 Plan and 2019 ESPP, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

ITEM 8. EXHIBITS


		Incorporated by Reference
Exhibit Number	Description	Form	SEC File No.	Exhibit	Filing Date

4.1	Amended and Restated Certificate of Incorporation.	8-K	001-38897	3.1	05/21/2019

4.2	Amended and Restated Bylaws.	S-1/A	333-230953	3.3	05/06/2019

4.3	Form of Class A Common Stock Certificate.	S-1/A	333-230953	4.1	05/06/2019

5.1*	Opinion of Cooley LLP.	—	—	—	—

23.1*	Consent of Cooley LLP (included in Exhibit 5.1).	—	—	—	—

23.2*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.	—	—	—	—

24.1*	Power of Attorney (included on the signature page of this Form S-8).	—	—	—	—

99.1	2019 Equity Incentive Plan.	S-1/A	333-230953	10.4	05/06/2019

99.2	Forms of Option Agreement, Notice of Stock Option Grant and Exercise Notice under the 2019 Equity Incentive Plan.	S-1/A	333-230953	10.5	05/06/2019

99.3	Form of Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan.	10-Q	001-38897	10.3	08/09/2019

99.4	2019 Employee Stock Purchase Plan.	S-1/A	333-230953	10.7	05/06/2019

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 13th day of April, 2020.


FASTLY, INC.

By:		/s/Joshua Bixby
		Joshua Bixby
		President & Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Artur Bergman, Adriel Lares and Paul Luongo, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Joshua Bixby Joshua Bixby	Chief Executive Officer and Director (Principal Executive Officer),	April 13, 2020

/s/ Adriel Lares Adriel Lares	Chief Financial Officer (Principal Financial and Accounting Officer)	April 13, 2020

/s/ Aida Álvarez Aida Álvarez	Director	April 13, 2020

/s/ Artur Bergman Artur Bergman	Director	April 13, 2020

/s/ Sunil Dhaliwal Sunil Dhaliwal	Director	April 13, 2020

/s/ David Hornik David Hornik	Director	April 13, 2020

/s/ Christopher B. Paisley Christopher B. Paisley	Director	April 13, 2020

/s/ Kelly Wright Kelly Wright	Director	April 13, 2020