Securities Registration: Employee Benefit Plan (s-8)
March 01 2021 - 9:00AM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on March 1, 2021
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
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45-2647441
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
employer
identification
number)
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1515
3rd Street
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|
|
San
Francisco, California
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94158
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(Address
of Principal Executive Offices)
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|
(Zip
Code)
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2019 Equity
Incentive Plan
2019 Employee
Stock Purchase Plan
Postmates
Inc. 2011 Equity Incentive Plan
(Full titles
of the plans)
Nelson
Chai
Chief Financial
Officer
Uber Technologies,
Inc.
1515 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:
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David
Peinsipp
Siana Lowrey
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
(415) 693-2000
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Tony
West
Keir
Gumbs
Uber Technologies, Inc.
1515 3rd Street
San Francisco, California 94158
(415) 612-8582
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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
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Accelerated
filer
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o
|
Non-accelerated
filer
|
o
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Smaller
reporting company
|
o
|
|
|
Emerging
growth company
|
o
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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
CALCULATION
OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering
Price per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.00001 per share
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2019 Equity Incentive Plan
|
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92,489,696
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(2)
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$
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51.72
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(5)
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$
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4,783,104,647
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|
|
$
|
521,837
|
|
2019 Employee Stock Purchase Plan
|
|
|
18,497,939
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(3)
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|
$
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43.96
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(6)
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$
|
813,127,790
|
|
|
$
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88,712
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|
Postmates Inc. 2011 Equity Incentive Plan
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95,130
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(4)
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$
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N/A
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(7)
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$
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N/A
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(7)
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$
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N/A
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(7)
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Total
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111,082,766
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|
|
|
|
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$
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5,596,232,437
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$
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610,549
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(1)
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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”), the Registrant’s 2019 Employee Stock Purchase Plan
(“2019 ESPP”) and the Postmates Inc. 2011 Equity Incentive Plan (the “Postmates
Plan”) 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.
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(2)
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Represents
shares of Common Stock that were added to the shares available for issuance under the
2019 Plan on January 1, 2021 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.
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(3)
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Represents shares of Common
Stock that were added to the shares available for issuance under the 2019 ESPP on January 1, 2021 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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(4)
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Represents
shares of Common Stock issuable pursuant to outstanding awards under the Postmates Plan
assumed by the Registrant upon the consummation of the Registrant’s acquisition of Postmates Inc. on December 1, 2020.
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(5)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating
the registration fee on the basis of $51.72 per share, which is the average of the high and low selling prices per share of the
Registrant’s Common Stock on February 26, 2021 as reported by the New York Stock Exchange.
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(6)
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Estimated
in accordance with Rule 457(h) solely for the purpose of calculating
the registration fee on the basis of $43.96 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 26, 2021 as reported by the New York Stock Exchange.
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(7)
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The
proposed maximum offering price per share and proposed maximum aggregate offering price
were calculated and all filing fees payable in connection with the issuance of these
securities were previously paid in connection with the filing of the Registrant’s
Registration Statement on Form S-4 (File No. 333-242307), originally filed with the Securities
and Exchange Commission on August 7, 2020.
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PART I
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 92,489,696 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”), (ii) an additional 18,497,939 shares of Common Stock to be issued pursuant
to the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”) and (iii) an additional 95,130 shares
of Common Stock to be issued pursuant to the Postmates Inc. 2011 Equity Incentive Plan (the “Postmates Plan”). 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 and (c) 12,863,652 shares of Common Stock that are or may become issuable under the
Postmates Plan pursuant to the Registrant’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-242307) filed with the Commission on December 1, 2020 (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
II
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):
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1.
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31,
2020, filed with the Commission on March 1, 2021;
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3.
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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.
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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.
ITEM 8. EXHIBITS
The exhibits to this Registration
Statement are listed below:
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(1)
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Filed with the Commission on May 14, 2019 as Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K and incorporated herein by reference.
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(2)
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Filed with the Commission on May 14, 2019 as Exhibit 3.2 to the
Registrant’s Current Report on Form 8-K and incorporated herein by reference.
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(3)
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Filed with the Commission
on April 26, 2019 as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230812) and incorporated
herein by reference.
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(4)
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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.
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(5)
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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.
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(6)
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Filed with the Commission on December 1, 2020 as Exhibit 4.1 to
the Registrant’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-242307) and
incorporated herein by reference.
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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 26,
2021.
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Uber Technologies, Inc.
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By:
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/s/
Dara Khosrowshahi
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Name:
Dara Khosrowshahi
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Title:
Chief Executive Officer and Director
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POWER
OF ATTORNEY
Know
All Persons By These Presents, that each person whose signature appears below constitutes
and appoint Dara Khosrowshahi, Nelson Chai, 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
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Title
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Date
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/s/
Dara Khosrowshahi
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Chief
Executive Officer and Director
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February
26, 2021
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Dara
Khosrowshahi
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(Principal
Executive Officer)
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/s/ Nelson
Chai
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Chief
Financial Officer
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February 26, 2021
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Nelson
Chai
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(Principal
Financial Officer)
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/s/
Glen Ceremony
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Chief
Accounting Officer and Global Corporate Controller
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February
26, 2021
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Glen
Ceremony
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(Principal
Accounting Officer)
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/s/
Ronald Sugar
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Chairperson
of the Board of Directors
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February
26, 2021
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Ronald
Sugar
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/s/
Revathi Advaithi
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Director
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February
26, 2021
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Revathi
Advaithi
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/s/
Ursula Burns
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Director
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February
26, 2021
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Ursula
Burns
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/s/
Robert Eckert
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Director
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February
26, 2021
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Robert
Eckert
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/s/ Amanda
Ginsberg
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Director
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February
26, 2021
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Amanda
Ginsberg
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/s/
Wan
Ling Martello
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Director
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February
26, 2021
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Wan
Ling Martello
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Director
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February
26, 2021
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H.E.
Yasir Al-Rumayyan
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/s/
John Thain
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Director
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February
26, 2021
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John
Thain
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/s/
David Trujillo
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Director
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February
26, 2021
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David
Trujillo
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