Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on May 1, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Snap Inc.

(Exact name of Registrant as specified in its charter)

Delaware		45-5452795
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

63 Market Street

Venice, California 90291

(310) 399-3339

(Address of principal executive offices) (Zip code)

Snap Inc. 2017 Equity Incentive Plan

(Full title of the plan)

Evan Spiegel

Chief Executive Officer

Snap Inc.

63 Market Street

Venice, California 90291

(310) 399-3339

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

Copies to:

Michael O’Sullivan

Atul Porwal

Snap Inc.

63 Market Street

Venice, California 90291

(310) 399-3339

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by checkmark 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

$0.00001 per share

61,110,089 (2)

$14.27 (3)

$872,040,971

$108,570

Total

61,110,089

$872,040,971

$108,570

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement will also cover any additional shares of Registrant’s Class A common stock that become issuable under the Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) 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 Registrant’s Class A common stock.

(2)

Represents 61,110,089 additional shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2017 Plan on January 1, 2018 pursuant to an annual “evergreen” increase provision contained in the 2017 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2017 Plan will automatically increase on the first day of each calendar year, starting on January 1, 2018 and continuing through January 1, 2027, by the lesser of (a) 5.0% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the immediately preceding calendar year, and (b) a number of shares determined by the Registrant’s board of directors.

(3)	Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on April 30, 2018.

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES

This Registration Statement on Form S-8 is being filed to register an additional 61,110,089 shares of Class A common stock under the 2017 Equity Incentive Plan (the “2017 Plan”) as a result of an evergreen provision in the 2017 Plan providing that the total number of Class A common stock shares reserved for issuance under the 2017 Plan will be automatically increased as of the first day of each fiscal year, starting on January 1, 2018.

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. 333-216495) (“Prior Registration Statement”) was filed with the Securities and Exchange Commission on March 7, 2017. In accordance with Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made a part of this Registration Statement on Form S-8.

ITEM 8.

EXHIBITS

		Incorporated by Reference
Exhibit Number	Description	Schedule/ Form	File Number	Exhibit	Filing Date

4.1	Amended and Restated Certificate of Incorporation of Snap Inc.	S-1	333-215866	3.2	February 2, 2017

4.2	Amended and Restated Bylaws of Snap Inc.	S-1	333-215866	3.4	February 2, 2017

4.3	Form of Class A Common Stock Certificate.	S-1	333-215866	4.1	February 2, 2017

5.1*	Opinion of Cooley LLP.

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

23.2*	Consent of Ernst & Young LLP, independent registered public accounting firm.

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

99.1	Snap Inc. 2017 Equity Incentive Plan.	S-8	333-216495	99.7	March 7, 2017

99.2*	Forms of global stock option grant notice, stock option agreement and notice of exercise under the Snap Inc. 2017 Equity Incentive Plan.

99.3	Forms of global restricted stock unit grant notice and award agreement under the Snap Inc. 2017 Equity Incentive Plan.	S-8	333-219899	10.1	August 10, 2017
* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Venice, State of California, on this 1 st day of May, 2018.

SNAP INC.

By:		/s/ Evan Spiegel
		Evan Spiegel
		Chief Executive Officer

POWER OF ATTORNEY

K NOW A LL P ERSONS B Y T HESE P RESENTS , that each person whose signature appears below constitutes and appoints Evan Spiegel, Michael O’Sullivan, and Andrew Vollero, and 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/ Evan Spiegel	Chief Executive Officer and Director	May 1, 2018
Evan Spiegel	(Principal Executive Officer)

/s/ Robert Murphy	Director and Chief Technology Officer	May 1, 2018
Robert Murphy

/s/ Andrew Vollero	Chief Financial Officer	May 1, 2018
Andrew Vollero	(Principal Financial Officer)

/s/ Lara Sweet	Chief Accounting Officer	May 1, 2018
Lara Sweet	(Principal Accounting Officer)

/s/ Joanna Coles	Director	May 1, 2018
Joanna Coles

/s/ A.G. Lafley	Director	May 1, 2018
A.G. Lafley

/s/ Mitchell Lasky	Director	May 1, 2018
Mitchell Lasky

/s/ Michael Lynton	Director	May 1, 2018
Michael Lynton

/s/ Stanley Meresman	Director	May 1, 2018
Stanley Meresman

/s/ Scott D. Miller	Director	May 1, 2018
Scott D. Miller

/s/ Christopher Young	Director	May 1, 2018
Christopher Young