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)
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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.
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Large
accelerated filer
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x
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Accelerated
filer
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o
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Non-accelerated
filer
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o
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Smaller
reporting company
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o
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Emerging
growth company
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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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$
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521,837
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2019 Employee Stock Purchase Plan
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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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$
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813,127,790
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$
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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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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.
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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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Exhibit 5.1
David G. Peinsipp
+1 415 693 2177
dpeinsipp@cooley.com
March 1, 2021
Uber Technologies, Inc.
1515 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 covering the offering of up to 111,082,766 shares (the “Shares”) of the Company’s
common stock, $0.00001 par value (the “Common Stock”), consisting of (i) 92,489,696 shares of
Common Stock issuable pursuant to the Company’s 2019 Equity Incentive Plan (the “2019 Plan”),
(ii) 18,497,939 shares of Common Stock issuable pursuant to the Company’s 2019 Employee Stock Purchase Plan (the
“ESPP”) and (iii) 95,130 shares of Common Stock issuable pursuant to the Postmates Inc. 2011 Equity
Incentive Plan (together with the 2019 Plan and the ESPP, the “Plans”).
In connection with this opinion,
we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plans and (d) originals, or copies certified to our satisfaction, of such records, documents, certificates, memoranda and other 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; and the due execution and delivery of all documents by all persons other than the Company where due
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 related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant
to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of
this opinion as an exhibit to the Registration Statement.
Sincerely,
COOLEY LLP
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By:
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/s/
David G. Peinsipp
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David
G. Peinsipp
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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 March 1, 2021 relating
to the financial statements and 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, 2020.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 1, 2021
Exhibit 99.4
UBER
TECHNOLOGIES, INC.
STOCK
OPTION ASSUMPTION NOTICE
WHEREAS,
Postmates Inc., a Delaware corporation (“Postmates”) granted Participant one or more options to purchase shares
of the common stock of Postmates under the Postmates Inc. 2011 Equity Incentive Plan (the “Plan”), which are
each evidenced by a Stock Option Agreement (each, an “Option Agreement”) issued to Participant under the Plan.
WHEREAS,
Uber Technologies, Inc., a Delaware corporation (“Uber”), entered into an Agreement and Plan of Merger dated
July 5, 2020 (the “Merger Agreement”) with Postmates and certain other parties, pursuant to which Postmates
will become a wholly owned subsidiary of Uber (the “Merger”).
WHEREAS,
in connection with the Merger, Uber is assuming certain outstanding Postmates stock options, stock appreciation rights and restricted
stock units, effective as of December 1, 2020 (the “Effective Time”).
WHEREAS,
the purpose of this Notice is to reflect certain adjustments to Participant’s outstanding options, which have become necessary
in connection with such assumption.
WHEREAS,
the applicable Equity Award Exchange Ratio (the “Exchange Ratio”) in effect for the assumption of the outstanding
options under the Plan, as determined in accordance with the formula provisions of the Merger Agreement, is $0.341236049862618.
NOW,
THEREFORE, it is hereby acknowledged as follows:
1. The number of shares of Postmates common stock subject each option held by Participant immediately prior to the Effective
Time (each, a “Postmates Option”) and the exercise price payable per share of Postmates common stock are set
forth in Exhibit A attached hereto. Uber hereby assumes, as of the Effective Time, all the duties and obligations of Postmates
under each Postmates Option. In connection with such assumption, the number of shares of Uber common stock (“Uber Common
Stock”) purchasable under each assumed Postmates Option and the exercise price payable thereunder are hereby adjusted
to reflect the Exchange Ratio. Accordingly, the number of shares of Uber Common Stock subject to each assumed Postmates Option
and the adjusted exercise price payable per share of Uber Common Stock under the assumed Postmates Option shall be as specified
for that option on the attached Exhibit A.
2. The following provisions shall govern each Postmates Option assumed by Uber:
(a)
Unless the context otherwise requires, all references in each Option Agreement and in the Plan (as incorporated into such
Option Agreement): (i) to the “Company” shall mean Uber, (ii) to “Share” shall mean a share of Uber Common
Stock, (iii) to “Common Stock” shall mean the common stock of Uber, and (iv) to the “Board” shall mean
the Board of Directors of Uber.
(b)
The grant date, vesting commencement date and the expiration date specified for each assumed Postmates Option and all other
provisions that govern either the exercise or the termination of the assumed Postmates Option shall remain the same as set forth
in the Option Agreement applicable to that Postmates Option, and the provisions of the Plan and the Option Agreement shall accordingly
govern and control Participant’s rights under this Notice to purchase Uber Common Stock under the assumed Postmates Option.
(c)
Pursuant to the terms of the Option Agreement, each Postmates Option assumed by Uber shall continue to vest and become
exercisable in accordance with the schedule specified in the Option Agreement, and no acceleration of such vesting schedule shall
occur by reason of the Merger or the assumption of the Postmates Options by Uber, provided that the number of shares that become
vested (and the exercise price per share) shall be adjusted to reflect the Exchange Ratio.
(d)
For purposes of applying any and all provisions of the applicable Option Agreement and the Plan for the assumed Postmates
Options that pertain to Participant continuing to be a Service Provider, whether in the capacity of an employee, director or consultant,
Participant shall be deemed to continue to be a Service Provider for so long as Participant renders services as an employee, director
or consultant of Uber or any present or future majority-owned Uber subsidiary. Accordingly, the provisions of the Option Agreement
governing the termination of the assumed Postmates Options upon Participant ceasing to be a Service Provider shall hereafter be
applied on the basis of Participant’s cessation of continuous service as an employee, director or consultant of Uber and
its majority-owned subsidiaries, and each assumed Postmates Option shall accordingly terminate, within the designated time period
in effect under the Option Agreement for that Postmates Option, following such cessation of continuous service as an employee,
director or consultant of Uber and its majority-owned subsidiaries.
(e)
The adjusted exercise price payable for the Uber Common Stock subject to each assumed Postmates Option shall be payable
in any of the forms authorized under the Option Agreement applicable to that Postmates Option.
(f)
In order to exercise each assumed Postmates Option, Participant must execute and deliver to Uber a notice of exercise in
which the number of shares of Uber Common Stock to be purchased thereunder must be indicated or must comply with such other procedures
as may be established for notifying Uber of the exercise of the assumed Postmates Option, either directly or through an on-line
internet transaction with a brokerage firm authorized by Uber to effect such option exercises.
(g)
The exercise of each assumed Postmates Option shall be subject to the collection of all applicable income and employment
taxes.
3. Except to the extent specifically modified by this Notice, all of the terms and conditions of each Option Agreement as
in effect immediately prior to the Merger shall continue in full force and effect and shall not in any way be amended, revised
or otherwise affected by this Notice.
IN
WITNESS WHEREOF, Uber has caused this Notice to be executed on its behalf by its duly-authorized officer as of the ____________,
2021.
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UBER TECHNOLOGIES, INC.
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By:
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Title:
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Exhibit 99.5
UBER
TECHNOLOGIES, INC.
RESTRICTED
STOCK UNIT ASSUMPTION NOTICE
WHEREAS,
Postmates Inc., a Delaware corporation (“Postmates”) granted Participant one or more awards of restricted stock
units covering shares of the common stock of Postmates under the Postmates Inc. 2011 Equity Incentive Plan (the “Plan”),
which are each evidenced by a Restricted Stock Unit Grant Notice and the Restricted Stock Unit Agreement attached thereto as an
exhibit (collectively for each such award, a “RSU Agreement”) issued to Participant under the Plan.
WHEREAS,
Uber Technologies, Inc., a Delaware corporation (“Uber”), entered into an Agreement and Plan of Merger dated
July 5, 2020 (the “Merger Agreement”) with Postmates and certain other parties, pursuant to which Postmates
will become a wholly owned subsidiary of Uber (the “Merger”).
WHEREAS,
in connection with the Merger, Uber is assuming certain outstanding Postmates stock options, stock appreciation rights and restricted
stock units, effective as of December 1, 2020 (the “Effective Time”).
WHEREAS,
the purpose of this Notice is to reflect certain adjustments to Participant’s outstanding restricted stock unit awards,
which have become necessary in connection with such assumption.
WHEREAS,
the applicable Equity Award Exchange Ratio (the “Exchange Ratio”) in effect for the assumption of the outstanding
restricted stock units under the Plan, as determined in accordance with the formula provisions of the Merger Agreement, is $0.341236049862618.
NOW,
THEREFORE, it is hereby acknowledged as follows:
1. The number of shares of Postmates common stock subject to the restricted stock units held by Participant immediately prior
to the Effective Time (the “Postmates RSUs”) is set forth in Exhibit A attached hereto. Uber hereby
assumes, as of the Effective Time, all the duties and obligations of Postmates under each of the Postmates RSUs, and each such
assumed RSU is hereby converted into the right to receive shares of Uber common stock (“Uber Common Stock”)
in accordance with the terms of that award, as adjusted pursuant to the provisions of this Notice. In connection with such assumption,
the number of shares of Uber Common Stock subject to each assumed Postmates RSU is hereby adjusted to reflect the Exchange Ratio.
Accordingly, the number of shares of Uber Common Stock subject to the assumed Postmates RSUs shall be as specified for that award
on the attached Exhibit A.
2. The following provisions shall govern each Postmates RSU assumed by Uber:
(a)
Unless the context otherwise requires, all references in each RSU Agreement and in the Plan (as incorporated into such
RSU Agreement): (i) to the “Company” shall mean Uber, (ii) to “Share” shall mean a share of Uber Common
Stock, (iii) to “Common Stock” shall mean the common stock of Uber, and (iv) to the “Board” shall mean
the Board of Directors of Uber.
(b)
The grant date, vesting commencement date and settlement date specified for each assumed Postmates RSU and all other provisions
that govern the Postmates RSUs and the issuance of shares thereunder shall remain the same as set forth in the RSU Agreement applicable
to that Postmates RSU, and the provisions of the Plan and the RSU Agreement shall accordingly govern and control Participant’s
rights with respect to the assumed Postmates RSUs.
(c)
Pursuant to the terms of the RSU Agreement, each Postmates RSU assumed by Uber shall continue to vest in accordance with
the same installment vesting schedule specified in the RSU Agreement, and no acceleration of such vesting schedule shall occur
by reason of the Merger or the assumption of the Postmates RSU by Uber, provided that the number of shares subject to each such
installment shall be adjusted to reflect the Exchange Ratio, and provided further that, with respect to the assumed Postmates
RSUs that vest on a quarterly basis, such Postmates RSUs shall vest on the 16th day of the applicable month, in accordance with
Uber’s standard vesting terms, rather than on the applicable anniversary of the Vesting Commencement Date (as set forth
in the RSU Agreement).
(d)
The shares of Uber Common Stock that vest under each Assumed RSU Award shall be issuable in accordance with the issuance
schedule in effect for that award immediately prior to the Effective Time under the applicable RSU Agreement, and no changes to
that issuance schedule or the applicable issuance dates shall be made that would otherwise contravene any limitations or restrictions
to which that Assumed RSU Award is subject under Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder.
(e)
For purposes of applying any and all provisions of the applicable RSU Agreement and the Plan for the assumed Postmates
RSUs that pertain to Participant continuing to be a Service Provider, whether in the capacity of an employee, director or consultant,
Participant shall be deemed to continue to be a Service Provider for so long as Participant renders services as an employee, director
or consultant of Uber or any present or future majority-owned Uber subsidiary. Accordingly, the provisions of the RSU Agreement
governing the termination of the assumed Postmates RSUs upon Participant ceasing to be a Service Provider shall hereafter be applied
on the basis of Participant’s cessation of continuous service as an employee, director or consultant of Uber and its majority-owned
subsidiaries, and each assumed Postmates RSU shall accordingly terminate, within the designated time period in effect under the
RSU Agreement for that Postmates RSU, following such cessation of continuous service as an employee, director or consultant of
Uber and its majority-owned subsidiaries.
3. Except to the extent specifically modified by this Notice, all of the terms and conditions of each RSU Agreement as in
effect immediately prior to the Merger shall continue in full force and effect and shall not in any way be amended, revised or
otherwise affected by this Notice.
IN
WITNESS WHEREOF, Uber has caused this Notice to be executed on its behalf by its duly-authorized officer as of the ____________,
2021.
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UBER TECHNOLOGIES, INC.
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By:
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Title:
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Exhibit 99.6
UBER
TECHNOLOGIES, INC.
STOCK
APPRECIATION RIGHT ASSUMPTION NOTICE
WHEREAS,
Postmates Inc., a Delaware corporation (“Postmates”) granted Participant one or more stock appreciation rights
covering shares of the common stock of Postmates under the Postmates Inc. 2011 Equity Incentive Plan (the “Plan”),
which are each evidenced by a Stock Appreciation Right Agreement (the “SAR Agreement”) issued to Participant
under the Plan.
WHEREAS,
Uber Technologies, Inc., a Delaware corporation (“Uber”) entered into an Agreement and Plan of Merger dated
July 5, 2020 (the “Merger Agreement”) with Postmates and certain other parties, pursuant to which Postmates
became a wholly owned subsidiary of Uber (the “Merger”).
WHEREAS,
in connection with the Merger, Uber is assuming certain outstanding Postmates stock options, stock appreciation rights and restricted
stock units, effective as of December 1, 2020 (the “Effective Time”).
WHEREAS,
the purpose of this Notice is to reflect certain adjustments to Participant’s outstanding stock appreciation rights, which
have become necessary in connection with such assumption.
WHEREAS,
the applicable Equity Award Exchange Ratio (the “Exchange Ratio”) in effect for the assumption of the outstanding
stock appreciation rights under the Plan, as determined in accordance with the formula provisions of the Merger Agreement, is
$0.341236049862618.
NOW,
THEREFORE, it is hereby acknowledged as follows:
1. The number of shares of Postmates common stock subject to the stock appreciation rights held by Participant immediately
prior to the Effective Time (the “Postmates SARs”) and the exercise price in effect per share are set forth
in Exhibit A attached hereto. Uber hereby assumes, as of the Effective Time, all the duties and obligations of Postmates
under each of the Postmates SARs. In connection with such assumption, the number of shares of Uber common stock (“Uber
Common Stock”) subject to each assumed Postmates SAR and the exercise price in effect thereunder are hereby adjusted
to reflect the Exchange Ratio. Accordingly, the number of shares of Uber Common Stock subject to each assumed Postmates SAR and
the adjusted exercise price per share of Uber Common Stock under the assumed Postmates SAR shall be as specified for that stock
appreciation right on the attached Exhibit A.
2. The following provisions shall govern each Postmates SAR assumed by Uber:
(a)
Unless the context otherwise requires, all references in each SAR Agreement and in the Plan (as incorporated into such
SAR Agreement): (i) to the “Company” shall mean Uber, (ii) to “Share” shall mean a share of Uber Common
Stock, (iii) to “Common Stock” shall mean the common stock of Uber, and (iv) to the “Board” shall mean
the Board of Directors of Uber.
(b)
The grant date, vesting commencement date and the expiration date specified for each assumed Postmates SAR and all other
provisions that govern either the exercise or the termination of the assumed Postmates SAR shall remain the same as set forth
in the SAR Agreement applicable to that Postmates SAR, and the provisions of the Plan and the SAR Agreement shall accordingly
govern and control Participant’s rights with respect to the exercise of the assumed Postmates SARs.
(c)
Pursuant to the terms of the SAR Agreement, each Postmates SAR assumed by Uber shall continue to vest and become exercisable
in accordance with the same installment vesting schedule specified in the SAR Agreement, and no acceleration of such vesting schedule
shall occur by reason of the Merger or the assumption of the Postmates SAR by Uber, provided that the number of shares subject
to each such installment (and the exercise price per share) shall be adjusted to reflect the Exchange Ratio.
(d)
For purposes of applying any and all provisions of the applicable SAR Agreement and the Plan for the assumed Postmates
SARs that pertain to Participant continuing to be a Service Provider, whether in the capacity of an employee, director or consultant,
Participant shall be deemed to continue to be a Service Provider for so long as Participant renders services as an employee, director
or consultant of Uber or any present or future majority-owned Uber subsidiary. Accordingly, the provisions of the SAR Agreement
governing the termination of the assumed Postmates SARs upon Participant ceasing to be a Service Provider shall hereafter be applied
on the basis of Participant’s cessation of continuous service as an employee, director or consultant of Uber and its majority-owned
subsidiaries, and each assumed Postmates SAR shall accordingly terminate, within the designated time period in effect under the
SAR Agreement for that Postmates SAR, following such cessation of continuous service as an employee, director or consultant of
Uber and its majority-owned subsidiaries.
(e)
In order to exercise each assumed Postmates SAR, Participant must execute and deliver to Uber a notice of exercise in which
the number of shares of Uber Common Stock as to which that Postmates SAR is to be exercised or must comply with such other procedures
as may be established for notifying Uber of the exercise of the assumed Postmates SAR, either directly or through an on-line internet
transaction with a brokerage firm authorized by Uber to effect such exercises.
(f)
The exercise of each assumed Postmates SAR shall be subject to the collection of all applicable income and employment taxes.
3. Except
to the extent specifically modified by this Notice, all of the terms and conditions of each SAR Agreement as in effect immediately
prior to the Merger shall continue in full force and effect and shall not in any way be amended, revised or otherwise affected
by this Notice.
IN
WITNESS WHEREOF, Uber has caused this Notice to be executed on its behalf by its duly-authorized officer as of the ____________,
2021.
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UBER TECHNOLOGIES, INC.
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By:
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Title:
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