SHARES ELIGIBLE FOR FUTURE SALE
Future sales of our common stock in the public market, or the perception that sales may occur, could materially adversely affect the
prevailing market price of our common stock at such time and our ability to raise equity capital in the future.
Sale of Restricted Securities
Upon consummation of this offering, we will have 59,080,348 shares of our common stock outstanding. Of these shares, all shares sold in the IPO
and all shares sold in this offering will be freely tradable without further restriction or registration under the Securities Act, except that any shares purchased by our affiliates may generally only be sold in compliance with Rule 144, which is
described below. Of the remaining outstanding shares, 43,702,498 shares are deemed restricted securities under the Securities Act.
Lock-Up Arrangements and Registration Rights
In connection with this offering, we, certain of our
officers, our directors and the selling stockholders will enter into lock-up agreements that restrict the sale of our securities for up to 75 days after the date of this prospectus, subject to certain
exceptions or an extension in certain circumstances.
In addition, we entered into a registration rights agreement in connection with the
IPO pursuant to which certain stockholders will have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under federal securities laws. If these stockholders exercise this right, our other
existing stockholders may require us to register their registrable securities.
Following the
lock-up periods described above, all of the shares of our common stock that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for sale in the public
market in compliance with Rule 144 under the Securities Act.
Rule 144
The shares of our common stock sold in this offering will generally be freely transferable without restriction or further registration under
the Securities Act, except that any shares of our common stock held by an affiliate of ours may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 or
otherwise. Rule 144 permits our common stock that has been acquired by a person who is an affiliate of ours, or has been an affiliate of ours within the past three months, to be sold into the market in an amount that does not exceed, during any
three-month period, the greater of:
|
|
|
one percent of the total number of shares of our common stock outstanding; or |
|
|
|
the average weekly reported trading volume of our common stock for the four calendar weeks prior to the sale.
|
Such sales are also subject to specific manner of sale provisions, a six-month holding period
requirement, notice requirements and the availability of current public information about us.
Approximately 14,324,099 shares of our
common stock that are not subject to lock-up arrangements will be eligible for sale under Rule 144 immediately upon the closing.
Rule 144 also provides that a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale,
and who has for at least six months beneficially owned shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock subject only to the availability of current public information
regarding us. A person who is not deemed to have been an affiliate
52