As
filed with the Securities and Exchange Commission on February 15, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
UBER
TECHNOLOGIES, INC.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
45-2647441 |
(State
or other jurisdiction of
incorporation or organization) |
|
(IRS
employer identification number) |
| 1725
3rd Street |
|
|
| San Francisco,
California |
|
94158 |
| (Address of
Principal Executive Offices) |
|
(Zip Code) |
2019
Equity Incentive Plan
2019
Employee Stock Purchase Plan
(Full
titles of the plan)
Prashanth
Mahendra-Rajah
Chief
Financial Officer
Uber
Technologies, Inc.
1725
3rd Street
San
Francisco, California 94158
(415)
612-8582
(Name,
address, including zip code and telephone number, including area code, of agent for service)
Copies
to:
| |
|
|
David
Peinsipp
Siana
Lowrey
Cooley
LLP
3
Embarcadero Center, 20th Floor
San
Francisco, California 94111-4004
(415)
693-2000 |
|
Tony West
Uber Technologies, Inc.
1725 3rd Street
San Francisco, California 94158
(415) 612-8582 |
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 |
x |
|
Accelerated filer |
o |
| Non-accelerated filer |
o |
|
Smaller reporting company |
o |
| |
|
|
Emerging growth company |
o |
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.
o
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed by Uber Technologies, Inc. (the “Registrant”) with the Securities and Exchange
Commission (the “Commission”) for the purpose of registering (i) an additional 103,558,393 shares of the Registrant’s
common stock, par value $0.00001 per share (the “Common Stock”), to be issued pursuant to the Registrant’s 2019 Equity
Incentive Plan (the “2019 Plan”) and (ii) an additional 20,711,678 shares of Common Stock to be issued pursuant to the Registrant’s
2019 Employee Stock Purchase Plan (the “2019 ESPP”). The Registrant previously registered (a) 130,000,000 shares of Common
Stock that are or may become issuable under the 2019 Plan and 25,000,000 shares of Common Stock that are or may become issuable under
the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form
S-8 (File No. 333-231430) filed with the Commission on May 13, 2019, (b) an additional 88,027,075 shares of Common Stock that are
or may become issuable under the 2019 Plan and an additional 17,166,767 shares of Common Stock that are or may become issuable under
the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form
S-8 (File No. 333-235776) filed with the Commission on January 2, 2020, (c) an additional 92,489,696 shares of Common Stock that
are or may become issuable under the 2019 Plan and an additional 18,497,939 shares of Common Stock that are or may become issuable under
the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form
S-8 (File No. 333-253677) filed with the Commission on March 1, 2021, (d) an additional 97,470,577 shares of Common Stock that are
or may become issuable under the 2019 Plan and an additional 19,494,115 shares of Common Stock that are or may become issuable under
the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form
S-8 (File No. 333-262994) filed with the Commission on February 24, 2022, and (e) an additional 100,275,135 shares of Common Stock
that are or may become issuable under the 2019 Plan and an additional 20,055,027 shares of Common Stock that are or may become issuable
under the 2019 ESPP pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-269909) filed with the Commission
on February 22, 2023 (collectively, the “Prior Registration Statements”). This Registration Statement relates to securities
of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction
E of Form S-8. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference
herein.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities
Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and
regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either
as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. |
INCORPORATION OF DOCUMENTS
BY REFERENCE |
The
following documents filed with the Commission by the Registrant are hereby incorporated into this Registration Statement by reference
(other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission):
| |
1. |
The Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 15, 2024; and |
| |
2. |
The description of the
Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on May 7, 2019, including any amendments or reports filed for the purpose of updating this description,
and any amendments or reports filed for the purposes of updating such description. |
In
addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement (other than information in such filings deemed, under
Commission rules or otherwise, not to have been filed with the Commission), and prior to the filing of a post-effective amendment
to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents.
Any
statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The
exhibits to this Registration Statement are listed below:
(1) Filed
with the Commission on August 5, 2021 as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38902)
and incorporated herein by reference.
(2) Filed
with the Commission on February 15, 2024, as Exhibit 3.2 to the Registrant’s Form 10-K (File No. 001-38902) and incorporated
herein by reference.
(3) Filed
with the Commission on April 26, 2019 as Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form
S-1 (File No. 333-230812) and incorporated herein by reference.
(4) Filed
with the Commission on April 11, 2019 as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812)
and incorporated herein by reference.
(5) Filed
with the Commission on April 11, 2019 as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812)
and incorporated herein by reference.
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 San Francisco, State of California, on February 15,
2024.
| |
|
|
| |
|
Uber Technologies, Inc. |
| |
|
|
| |
By: |
/s/ Dara Khosrowshahi |
| |
|
Name: Dara Khosrowshahi |
| |
|
Title: Chief Executive Officer and
Director |
| |
|
|
POWER
OF ATTORNEY
Know
All Persons By These Presents, that each person whose signature appears below constitutes and appoint Dara Khosrowshahi, Prashanth
Mahendra-Rajah, and Tony West, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments), 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 might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
| Signature |
Title |
Date |
| |
|
|
| /s/ Dara Khosrowshahi |
Chief
Executive Officer and Director |
February 15, 2024 |
| Dara Khosrowshahi |
(Principal
Executive Officer) |
|
| /s/ Prashanth Mahendra-Rajah |
Chief
Financial Officer |
February 15, 2024 |
| Prashanth Mahendra-Rajah |
(Principal
Financial Officer) |
|
| |
|
|
| /s/ Glen Ceremony |
Chief
Accounting Officer and Global Corporate Controller |
February 15, 2024 |
| Glen Ceremony |
(Principal
Accounting Officer) |
|
| |
|
|
| /s/ Ronald Sugar |
Chairperson
of the Board of Directors |
February 15, 2024 |
| Ronald Sugar |
|
|
| |
|
|
| /s/ Revathi Advaithi |
Director |
February 15, 2024 |
| Revathi Advaithi |
|
|
| |
|
|
| /s/ Turqi Alnowaiser |
Director |
February 15, 2024 |
| Turqi Alnowaiser |
|
|
| |
|
|
| /s/ Ursula
Burns |
Director |
February 15, 2024 |
| Ursula
Burns |
|
|
| |
|
|
| /s/ Robert Eckert |
Director |
February 15, 2024 |
| Robert Eckert |
|
|
| |
|
|
| /s/ Amanda Ginsberg |
Director |
February 15, 2024 |
| Amanda Ginsberg |
|
|
| |
|
|
| /s/ Wan Ling Martello |
Director |
February 15, 2024 |
| Wan Ling Martello |
|
|
| |
|
|
| /s/ John Thain |
Director |
February 15, 2024 |
| John Thain |
|
|
| |
|
|
| /s/ David Trujillo |
Director |
February 15, 2024 |
| David Trujillo |
|
|
| |
|
|
| /s/ Alexander Wynaendts |
Director |
February 15, 2024 |
| Alexander Wynaendts |
|
|
Exhibit
5.1
David
G. Peinsipp
+1
415 693 2177
dpeinsipp@cooley.com |
|
February
15, 2024
Uber Technologies,
Inc.
1725 3rd
Street
San Francisco,
California 94158
Ladies
and Gentlemen:
We
have acted as counsel to Uber Technologies, Inc., a Delaware corporation (the “Company”), in connection
with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 124,270,071
shares (the “Shares”) of the Company’s common stock, $0.00001 par value (the “Common
Stock”), consisting of (i) 103,558,393 shares of Common Stock issuable pursuant to the Company’s 2019 Equity
Incentive Plan (the “2019 Plan”) and (ii) 20,711,678 shares of Common Stock issuable pursuant to the
Company’s 2019 Employee Stock Purchase Plan (together with the 2019 Plan, the “Plans”).
In
connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the
Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) such other records,
documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render
the opinion expressed below. We have assumed the genuineness of all signatures; the authenticity of all documents submitted to
us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity
of certificates of public officials and the due authorization execution and delivery of all documents by all persons other than
the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual
matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our
opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent
that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance
with any federal or state securities law, rule or regulation.
On
the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance
with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable
(except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred
payments are made in full).
This
opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond
the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we
have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter
come to our attention or any changes in law that may hereafter occur.
We
consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or
the rules and regulations of the Commission thereunder.
Sincerely,
Cooley
LLP
| By: |
/s/ David G.
Peinsipp |
|
| |
David G. Peinsipp |
|
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form S-8 of Uber Technologies, Inc. of our report
dated February 15, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control
over financial reporting, which appears in Uber Technologies, Inc. ’s Annual Report on Form 10-K for the year ended December 31,
2023.
| /s/ PricewaterhouseCoopers LLP |
| San Francisco, California |
| February 15, 2024 |
Exhibit
107
Calculation
of Filing Fee Table
Form
S-8
(Form
Type)
Uber
Technologies, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
Security
Type | |
Security
Class
Title | | |
Fee
Calculation
Rule | | |
Amount
Registered(1) | | |
Proposed
Maximum Offering
Price Per Unit | | |
Maximum
Aggregate
Offering Price | | |
Fee
Rate | | |
Amount
of
Registration
Fee | |
| Equity | |
| Common
Stock, par value $0.00001 per share | | |
| Other | (2) | |
| 103,558,393 | (3) | |
$ | 70.06 | (2) | |
$ | 7,255,301,014 | | |
| 0.00014760 | | |
$ | 1,070,883 | |
| Equity | |
| Common
Stock, par value $0.00001 per share | | |
| Other | (4) | |
| 20,711,678 | (5) | |
$ | 59.55 | (4) | |
$ | 1,233,380,425 | | |
| 0.00014760 | | |
$ | 182,047 | |
| Total
Offering Amounts | |
| | | |
$ | 8,488,681,439 | | |
| | | |
$ | 1,252,930 | |
| Total
Fees Previously Paid | |
| | | |
| | | |
| | | |
| — | |
| Total
Fee Offsets | |
| | | |
| | | |
| | | |
| — | |
| Net
Fee Due | |
| | | |
| | | |
| | | |
$ | 1,252,930 | |
(1) Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of
the Registrant’s common stock (“Common Stock”) that become issuable under the Registrant’s 2019 Equity
Incentive Plan (“2019 Plan”) and the Registrant’s 2019 Employee Stock Purchase Plan (“2019 ESPP”)
by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration,
which results in an increase in the number of outstanding shares of Common Stock.
(2) Estimated
in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $70.06 per share, which
is the average of the high and low selling prices per share of the Registrant’s Common Stock on February 12, 2024 as reported
by the New York Stock Exchange.
(3) Represents
shares of Common Stock that were added to the shares available for issuance under the 2019 Plan on January 1, 2024 pursuant to
the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2019 Plan
will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including
January 1, 2029, by the lesser of (a) five percent (5.0%) of the total number of the Registrant’s capital stock outstanding
as of December 31st of the immediately preceding calendar year or (b) a number determined by the Registrant’s board of directors.
(4) Estimated
in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $59.55 per share, which
is 85% of the average of the high and low selling prices per share of the Registrant’s Common Stock on February 12, 2024
as reported by the New York Stock Exchange.
(5) Represents
shares of Common Stock that were added to the shares available for issuance under the 2019 ESPP on January 1, 2024 pursuant to
the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2019 ESPP
will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including
January 1, 2029, by the lesser of (a) one percent (1.0%) of the total number of the Registrant’s capital stock outstanding
as of December 31st of the immediately preceding calendar year or (b) 25,000,000 shares, or (c) a number determined by the Registrant’s
board of directors.
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