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UBER TECHNOLOGIES, INC.

Table of Contents As filed with the Securities and Exchange Commission on April 26, 2019. Registration No. 333-230812. UNITED STATES. SECURITIES AND EXCHANGE COMMISSION. Washington, 20549. AMENDMENT NO. 1. TO. FORM S-1. REGISTRATION STATEMENT. UNDER. THE SECURITIES ACT OF 1933. UBER TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter). Delaware 7372 45-2647441. (State or other jurisdiction of (Primary Standard Industrial ( Employer incorporation or organization) Classification Code Number) Identification Number). 1455 Market Street, 4 th Floor San Francisco, California 94103. (415) 612-8582. (Address, including zip code and telephone number, of Registrant's principal executive offices). Nelson Chai Chief Financial Officer Uber Technologies, Inc. 1455 Market Street, 4 th Floor San Francisco, California 94103.

Smaller reporting company ☐ 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 to Section 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE

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Transcription of UBER TECHNOLOGIES, INC.

1 Table of Contents As filed with the Securities and Exchange Commission on April 26, 2019. Registration No. 333-230812. UNITED STATES. SECURITIES AND EXCHANGE COMMISSION. Washington, 20549. AMENDMENT NO. 1. TO. FORM S-1. REGISTRATION STATEMENT. UNDER. THE SECURITIES ACT OF 1933. UBER TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter). Delaware 7372 45-2647441. (State or other jurisdiction of (Primary Standard Industrial ( Employer incorporation or organization) Classification Code Number) Identification Number). 1455 Market Street, 4 th Floor San Francisco, California 94103. (415) 612-8582. (Address, including zip code and telephone number, of Registrant's principal executive offices). Nelson Chai Chief Financial Officer Uber Technologies, Inc. 1455 Market Street, 4 th Floor San Francisco, California 94103.

2 (415) 612-8582. (Name, address, including zip code and telephone number, including area code, of agent for service). Copies to: Tony West Keir Gumbs Uber Technologies, Inc. 1455 Market Street, 4 th Floor San Francisco, California 94103. (415) 612-8582. David Peinsipp Eric W. Blanchard Alan F. Denenberg Siana Lowrey Kerry S. Burke Sarah K. Solum Andrew Williamson Brian K. Rosenzweig Davis Polk & Wardwell LLP. Cooley LLP Covington & Burling LLP 1600 El Camino Real 101 California Street, 5 th Floor 620 Eighth Avenue Menlo Park, California 94025. San Francisco, California 94111 New York, New York 10018 (650) 752-2000. (415) 693-2000 (212) 841-1000. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

3 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

4 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 Smaller reporting company . 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 to Section 7(a)(2)(B) of the Securities Act.. CALCULATION OF REGISTRATION FEE. Proposed Proposed Amount Maximum Maximum Title of each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered (1) Per Share (2) Offering Price (1)(2) Registration Fee (3).

5 Common Stock, par value $ per share 207,000,000 $ $10,350,000,000 $1,254,420. (1) Includes the aggregate amount of additional shares that the underwriters have the option to purchase. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. (3) The Registrant previously paid $121,200 in connection with the initial filing of the Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

6 Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion). Issued April 26, 2019. Common Stock 180,000,000 Shares Uber Technologies, Inc. is offering 180,000,000 shares of its common stock. The selling stockholders identified in this prospectus are offering 27,000,000. shares of common stock if and to the extent that the underwriters exercise their option to purchase additional shares described below. We will not receive any of the proceeds from the sale of shares by the selling stockholders.

7 This is our initial public offering, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $ and $ per share. PayPal, Inc. has entered into an agreement with us pursuant to which it has agreed to purchase $500 million of our common stock in a private placement at a price per share equal to the initial public offering price. This transaction is contingent upon certain closing conditions, including the closing of this offering and certain regulatory approvals. We have applied to list our common stock on the New York Stock Exchange under the symbol UBER.. Investing in our common stock involves risks. See Risk Factors beginning on page 32. Per Share Total Price to Public $ $. Underwriting Discounts and Commissions $ $.

8 Proceeds to Uber $ $. See the section titled Underwriters for a description of the compensation payable to the underwriters. The underwriters have the option to purchase up to an additional 27,000,000 shares of common stock from the selling stockholders solely to cover over- allotments, if any. At our request, the underwriters have reserved up to 5,400,000 shares of common stock, or up to 3% of the 180,000,000 shares offered by this prospectus, for sale at the initial public offering price through a directed share program to certain qualifying Drivers in the United States. See the section titled Underwriters Directed Share Program.. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete.

9 Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on , 2019. Morgan Stanley Goldman Sachs & Co. LLC BofA Merrill Lynch Barclays Citigroup Allen & company LLC. RBC Capital Markets SunTrust Robinson Humphrey Deutsche Bank Securities HSBC SMBC Mizuho Securities Needham & company Loop Capital Markets Siebert Cisneros Shank & Co., Academy Securities BTIG Canaccord Genuity CastleOak Securities, Cowen Evercore ISI JMP Securities Macquarie Capital Mischler Financial Group, Inc. Oppenheimer & Co. Raymond James William Blair The Williams Capital Group, TPG Capital BD. Prospectus dated , 2019. Table of Contents We ignite opportunity by setting the world in motion. Table of Contents Table of Contents Table of Contents 6 Continents 3 Platform Offerings 700+ Cities 93M MAPCs 17M Trips a Day $78B Paid to Drivers MAPCs and Trips a day for the quarter ended March 31, 2019.

10 All other data as of December 31, 2018. Table of Contents 10+ Billion Trips 10B Trips September 2018 12 Months later (+5B) 5B Trips September 2017 11 Months later (+3B) 2B Trips October 2016 7 Months later (+1B) 1B Trips March 2016 5 Years after launch (+1B) 2012 2013 2014 2015 2016 2017 2018. Table of Contents TABLE OF CONTENTS. Glossary ii Business 152. Letter from Dara Khosrowshahi, Chief Executive Officer vi Management 209. Prospectus Summary 1 Letter from Dr. Ronald Sugar, Chairperson of the Board of Risk Factors 32 Directors 215. Special Note Regarding Forward-Looking Statements 82 Corporate Governance 216. Market, Industry, and Other Data 84 Executive Compensation 231. Use of Proceeds 85 Certain Relationships and Related Person Transactions 259. Dividend Policy 86 Principal and Selling Stockholders 265.


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