meaning of Rule
16a-1(h)
under the Exchange Act, enter into any swap, derivative transaction or other arrangement (whether such transaction is to be
settled by delivery of our common stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any of the economic consequences of ownership, file or cause to be filed a registration statement, including any
amendments, with respect to the registration of, or otherwise dispose of any shares of our common stock, options or warrants to acquire shares of our common stock, or securities exchangeable or exercisable for or convertible into shares of our
common stock, or publicly disclose the intention to take any such action, without, in each case, the prior written consent of Morgan Stanley & Co. LLC and JMP Securities LLC for a period of 30 days after the date of this prospectus supplement.
However, we may, during this
30-day
lock-up
period, (a) issue the shares of Class A common stock sold in this offering, (b) issue Class A
common stock or grant Class A common stock-based awards (including but not limited to options, restricted stock, restricted stock units and performance share units) to our directors, officers, employees and consultants under our 2014 Long-Term
Incentive Plan and (c) issue shares of Class A common stock upon the conversion or exercise of previously-granted awards under our 2014 Long-Term Incentive Plan or prior equity incentive plans.
Each of our directors and executive officers has agreed that they will not sell or offer or contract to sell or offer, grant any option or
warrant for the sale of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of any legal or beneficial interest in any shares of our common stock, enter into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership of our common stock or other securities, whether such swap transaction is to be settled by delivery of our common stock or other securities, in cash or otherwise, or
publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Morgan Stanley & Co. LLC and JMP
Securities LLC for a period of 30 days after the date of this prospectus supplement. However, each of our directors and executive officers may transfer or dispose of our shares during this
30-day
lock-up
period, provided, that (i) such transfer shall not involve a disposition for value, (ii) the transferee agrees to be bound in writing by the restrictions set forth in this paragraph for
the remainder of the
30-day
lock-up
period prior to such transfer, and (iii) no filing by the transferor or transferee under the Exchange Act is
required or voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the
lock-up
period or the extension of the
lock-up
period, as the case may be). For the avoidance of doubt, nothing shall prevent our executive officers and directors from (i) purchasing any of our Class A common stock,
(ii) converting or exchanging any currently-held securities that are convertible into or exchangeable for our Class A common stock, (iii) exercising any currently-held options or warrants to purchase our Class A common stock,
(iv) disposing or surrendering our securities for tax purposes in connection with the vesting and settlement of currently-held RSUs, shares of restricted stock or performance share units or the exercise of currently-held options or
(v) receiving grants of any shares of our Class A common stock, or options to purchase our Class A common stock, pursuant to any equity incentive plans of our Company that are currently in effect (provided that any shares of
Class A stock received will be subject to the
lock-up
restrictions described above).
In
connection with this offering, the underwriters may purchase and sell shares of Class A common stock in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions.
Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering.
Covered short sales are sales made in an amount not greater than the underwriters option to purchase additional shares of Class A common stock from us in this offering. The underwriters may close out any covered short position by either
exercising their option to purchase additional shares or purchasing
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