Form 8-K

UBER TECHNOLOGIES, INC.

DATE: May 14, 2019

/s/ Dara Khosrowshahi

Dara Khosrowshahi

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2019

UBER TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

DELAWARE

001-38902

45-2647441

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1455 MARKET STREET, 4TH FLOOR

SAN FRANCISCO, CALIFORNIA 94103

(Address of principal executive offices, including zip code)

(415) 612-8582

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share

UBER

New York Stock Exchange

ITEM 3.02

Unregistered Sales of Equity Securities

On April 24, 2019, Uber Technologies, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with PayPal, Inc. (the “Purchaser”) pursuant to which the Company will sell and issue 11,111,112 shares of its common stock (the “Shares”) at a purchase price of $45.00 per share, the same price at which 180,000,000 shares of its common stock were sold to the public in the Company’s initial public offering of its common stock on May 14, 2019 (the “IPO”), which together with the purchase of the Shares by the Purchaser will represent an aggregate purchase price of $8.6 billion, before deducting underwriting discounts and commissions and offering expenses payable by the Company. The sale and issuance of the Shares is subject to certain closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the sale and issuance of the Shares.

Upon sale and issuance, the Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and the rules and regulations promulgated thereunder as a private transaction not involving a public offering of securities.

ITEM 5.03

Amendments to Articles of Incorporation or Bylaws

Amendment and Restatement of Certificate of Incorporation

On May 14, 2019, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the IPO. The Company’s board of directors and stockholders previously approved the Restated Certificate to be effective immediately prior to the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

Effective as of May 14, 2019, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO. The Company’s board of directors and stockholders previously approved the Restated Bylaws, to be effective upon the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


3.1		Amended and Restated Certificate of Incorporation of Uber Technologies, Inc.

3.2		Amended and Restated Bylaws of Uber Technologies, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.