Delaware
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7372
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27-2793871
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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David J. Segre
Jon C. Avina
Calise Y. Cheng
David R. Ambler
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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Stacey A. Giamalis
SVP, General Counsel
600 Townsend St., Suite 200
San Francisco, CA 94103
(844) 800-3889
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John V. Bautista
Christopher J. Austin
William L. Hughes
Orrick, Herrington & Sutcliffe LLP
1000 Marsh Road
Menlo Park, CA 94025
(650) 614-7400
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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Smaller reporting company
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o
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Emerging growth company
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x
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Price to
Public |
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Underwriting
Discounts and Commissions (1) |
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Proceeds to
PagerDuty |
Per Share
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$
|
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$
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$
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Total
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$
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$
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$
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(1)
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See the section titled “Underwriters” for additional information regarding compensation payable to the underwriters.
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MORGAN STANLEY
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J.P. MORGAN
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RBC CAPITAL MARKETS
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ALLEN & COMPANY LLC
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|||||
KEYBANC CAPITAL MARKETS
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PIPER JAFFRAY
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WILLIAM BLAIR
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BTIG
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Page
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Page
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•
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Box uses PagerDuty to help ensure that its services are always available to its customers, leveraging PagerDuty Modern Incident Response to run automated response plays that enable teams to mobilize faster and take action in real time.
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•
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Good Eggs uses PagerDuty to enable warehouse operations and development teams to analyze signals from refrigeration units to ensure food stays fresh for deliveries.
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•
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Okta uses PagerDuty for its digital operations to remove friction from the incident response process so that teams can identify, escalate, and resolve incidents, while mitigating customer impact.
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•
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SightLife uses PagerDuty to orchestrate workflows among clinicians, partner relations teams and medical technicians to recover and preserve corneas for transplants to restore patients’ eyesight.
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•
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Slack leverages the PagerDuty platform to orchestrate real-time response across teams to maintain high availability and reliability for its millions of users across the world.
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•
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Real time
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•
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Intelligent and automated
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•
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Easy to adopt and use
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•
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Embedded best practices
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•
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Scalable, resilient, and secure
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•
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Transparent
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•
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Not built for real time
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•
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Limited data sets
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•
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Limited in-depth integrations
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•
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Limited breadth of functionality
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•
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Reactive
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•
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Unproven reliability, scalability, and security
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•
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Difficult to use
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•
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Siloed view of operational performance
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•
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Built for real time.
Our platform collects data, interprets digital signals, orchestrates a response, and provides insights, all in real time. Relevant signals trigger incidents, which lead to immediate orchestration of the right teams to execute a targeted response.
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•
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10 years’ and over 11,000 customers’ worth of data.
We mine machine-generated data and human response data from every incident and leverage it across our platform. Our robust data set has allowed us to build advanced machine-learning capabilities, provide richer contextual insights to teams, and share in-depth analytics, benchmarking, and best practices with our customers.
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•
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Over 300 integrations across the technology ecosystem.
We have invested extensively in an ecosystem that includes over 300 integrations, allowing us to harness data from software-enabled systems and devices. We have deep integrations to a range of widely-used technologies, such as AWS, Datadog, HashiCorp, New Relic, and Splunk, and bi-directional integrations to Atlassian, Salesforce, ServiceNow, and Slack.
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•
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Breadth of functionality.
We provide our customers with a complete platform that spans end-to-end digital operations management needs. We have embedded machine learning, automation, insights, and best practices across our products to help our customers realize value quickly.
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•
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Proactive.
We are leading a shift from efficient response to proactive and predictive action to help teams prevent incidents from occurring.
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•
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Secure, resilient, and scalable.
We have built multiple redundancies into our infrastructure so we are up when everyone else is down. We run entirely in production, with no maintenance windows, and have delivered 99.99% uptime to our customers over the past 24 months.
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•
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Designed for the user.
Our software is easy to adopt and use. We provide a simple, self-service onboarding experience so teams can be up and running in minutes. Our products are mobile-first and include intuitive navigation for all functionality.
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•
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Technology agnostic.
We are agnostic to our customer’s technology stack and provide them the choice to use best-of-breed technologies that meet their needs.
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•
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Trusted and loved by teams.
We empower teams to be efficient and productive, allowing them to increase their focus on innovation. Our products help teams improve their work-life balance and enable organizations to improve team health while reducing attrition.
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•
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Engaged community of over 380,000 users.
Our vibrant community of over 380,000 paid users promotes adoption of our products by sharing best practices and broadly disseminating the value our products deliver. Our users actively develop a broad range of integrations that benefit the entire user community.
|
•
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Highly efficient go-to-market model.
We employ a highly efficient go-to-market strategy that combines self-service with viral adoption and a high-velocity sales model to drive both the initial land of new customers and the subsequent expansion into broader use cases, increased users, and premium functionality.
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•
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Effectively serving customers of all sizes and maturity.
We provide our products through modular deployment, giving customers the flexibility to adopt products that fit the needs of their teams, regardless of their size or maturity of their digital operations. Our breadth of functionality and proven enterprise scalability allows us to expand with our customers as they grow.
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•
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Land new customers across enterprises of all sizes.
We will continue to target new customers by leveraging our trusted brand and highly efficient go-to-market strategy that combines self-serve viral adoption with a focused direct sales effort. We will continue to build our partner ecosystem to drive awareness of our products.
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•
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Expand usage within our existing customer base across developers and IT user groups.
We intend to increase our inside and field sales teams, as well as our customer success efforts, to continue to drive adoption across our existing customers.
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•
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Expand use cases across all teams.
We believe that there is a large opportunity for organizations to expand adoption beyond development and IT departments to additional use cases such as customer service, security, business operations, and industrial operations. We intend to promote the extensibility of our platform through customer advocacy, product expansion, and our direct sales channel and customer success teams.
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•
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Introduce new products and functionality.
We will continue to make investments in research and development to bolster our existing products, increase the reach of our integrations, and innovate on our platform, particularly around event intelligence, business visibility, analytics, and the application ecosystem.
|
•
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Grow our international presence.
We intend to grow our presence in international markets in order to accelerate new customer acquisition and existing customer expansion overseas, particularly throughout EMEA, Asia Pacific, and Japan. Our international operations generated 23% of our revenue in the fiscal year ended January 31, 2019.
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•
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We have a history of operating losses and may not achieve or sustain profitability in the future.
|
•
|
We operate in an emerging and evolving market, which may develop more slowly or differently than we expect. If our market does not grow as we expect, or if we cannot expand our platform to meet the demands of this market, our revenue may decline, fail to grow or fail to grow significantly, and we may incur additional operating losses.
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•
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If we are unable to attract new customers, our revenue growth will be adversely affected.
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•
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If we are unable to retain our current customers or sell additional functionality and services to them, our revenue growth will be adversely affected.
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•
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Our recent rapid growth may not be indicative of our future growth and, if we continue to grow rapidly, we may not be able to manage our growth effectively. Our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
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•
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We derive substantially all of our revenue from a single product.
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•
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The markets in which we participate are competitive, and if we do not compete effectively, our operating results could be harmed.
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•
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The nature of our business exposes us to inherent liability risks.
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•
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We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to operating results, our stock price and the value of your investment could decline.
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•
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Our security measures have on occasion in the past been, and may in the future be, compromised. If our customers’ or our third-party providers’ security measures are compromised or unauthorized access to the data of our customers or their employees, customers, or other constituents is otherwise obtained, our platform may be perceived as not being secure, our customers may be harmed and may curtail or cease their use of our platform, our reputation and business would be damaged, we may incur significant liabilities, and the value of our business and common stock may decrease significantly.
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•
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Based upon shares outstanding as of January 31, 2019, upon the completion of this offering, our executive officers, directors, and current beneficial owners of 5% or more of our common stock will, in the aggregate, beneficially own approximately % of our outstanding common stock. These persons, acting together, will be able to significantly influence all matters requiring stockholder approval.
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•
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not being required to comply for a certain period of time with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;
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•
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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and
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•
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exemptions from the requirements of holding a stockholder advisory vote on executive compensation.
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Common stock offered by us
|
shares
|
Over-allotment option
|
shares
|
Common stock to be outstanding after this offering
|
shares (
shares if the underwriters exercise their over-allotment option in full)
|
Use of proceeds
|
We estimate that our net proceeds from the sale of our common stock that we are offering will be approximately $
million (or approximately $
million if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $
per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses. The principal purposes of this offering are to increase our financial flexibility, create a public market for our common stock, and facilitate our future access to the capital markets.
We currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. See the section titled “Use of Proceeds” for additional information.
|
Proposed New York Stock Exchange trading symbol
|
“PD”
|
•
|
14,006,222 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of January 31, 2019, with a weighted-average exercise price of $4.32 per share;
|
•
|
3,331,311 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock granted after January 31, 2019, with a weighted-average price of $14.52 per share;
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•
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101,905 shares of our common stock issuable upon the exercise of warrants outstanding as of January 31, 2019, with a weighted-average exercise price of $4.65 per share;
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•
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2,221,216 shares of our common stock reserved for future issuance under our 2010 Stock Plan, or the 2010 Plan, as of January 31, 2019;
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•
|
11,550,000 shares of our common stock reserved for future issuance under our 2019 Equity Incentive Plan, or the 2019 Plan, which includes an annual evergreen increase and will become effective in connection with this offering; and
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•
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1,850,000 shares of our common stock reserved for future issuance under our 2019 Employee Stock Purchase Plan, or the ESPP, which includes an annual evergreen increase and will become effective in connection with this offering.
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•
|
the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws, each of which will be in effect upon the completion of this offering;
|
•
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the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into 41,273,345 shares of our common stock;
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•
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a two-for-one split of our common stock and our redeemable convertible preferred stock that was effected on May 3, 2018;
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•
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no exercise of the outstanding options or warrants described above;
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•
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the issuance of shares of our common stock immediately prior to the completion of this offering upon the automatic net exercise by the Tides Foundation of a warrant to purchase up to 648,092 shares of our common stock, at an exercise price of $0.01 per share, based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus; and
|
•
|
no exercise of the underwriters’ over-allotment option.
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|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
(in thousands, except per share amounts)
|
||||||
Consolidated Statements of Operations Data:
|
|
|
|
||||
Revenue
|
$
|
79,630
|
|
|
$
|
117,823
|
|
Cost of revenue
(1)
|
12,717
|
|
|
17,255
|
|
||
Gross profit
|
66,913
|
|
|
100,568
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
(1)
|
33,532
|
|
|
38,858
|
|
||
Sales and marketing
(1)
|
47,354
|
|
|
64,060
|
|
||
General and administrative
(1)
|
24,343
|
|
|
39,971
|
|
||
Total operating expenses
|
105,229
|
|
|
142,889
|
|
||
Loss from operations
|
(38,316
|
)
|
|
(42,321
|
)
|
||
Interest income
|
371
|
|
|
1,249
|
|
||
Interest expense
|
(702
|
)
|
|
—
|
|
||
Other income, net
|
682
|
|
|
1,032
|
|
||
Loss before provision for income taxes
|
(37,965
|
)
|
|
(40,040
|
)
|
||
Provision for income taxes
|
184
|
|
|
701
|
|
||
Net loss and comprehensive loss
|
$
|
(38,149
|
)
|
|
$
|
(40,741
|
)
|
Net loss per share
(2)
:
|
|
|
|
||||
Basic and diluted
|
$
|
(1.91
|
)
|
|
$
|
(1.90
|
)
|
Weighted average shares used in calculating net loss per share
(2)
:
|
|
|
|
||||
Basic and diluted
|
19,986
|
|
|
21,410
|
|
||
Pro forma net loss per share
(2)
:
|
|
|
|
||||
Basic and diluted
|
|
|
|
||||
Weighted average shares used in calculating pro forma net loss per share
(2)
:
|
|
|
|
||||
Basic and diluted
|
|
|
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
(in thousands)
|
||||||
Cost of revenue
|
$
|
385
|
|
|
$
|
281
|
|
Research and development
|
9,796
|
|
|
8,171
|
|
||
Sales and marketing
|
3,831
|
|
|
3,981
|
|
||
General and administrative
|
4,140
|
|
|
6,645
|
|
||
Total
|
$
|
18,152
|
|
|
$
|
19,078
|
|
(2)
|
Please refer to Note 10 to our consolidated financial statements for an explanation of the method used to compute the historical and pro forma net loss per share and the number of shares used in the computation of the per share amounts.
|
|
As of January 31, 2019
|
||||||||
|
Actual
|
|
Pro Forma
(1)
|
|
Pro Forma as Adjusted
(2)(3)
|
||||
|
(in thousands)
|
||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
127,875
|
|
|
$
|
127,875
|
|
|
$
|
Working capital
|
84,028
|
|
|
84,028
|
|
|
|
||
Total assets
|
197,234
|
|
|
197,234
|
|
|
|
||
Deferred revenue
|
64,104
|
|
|
64,104
|
|
|
|
||
Total stockholders’ (deficit) equity
|
(68,930
|
)
|
|
104,093
|
|
|
|
(1)
|
The pro forma column in the consolidated balance sheet data table above reflects (i) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock as of January 31, 2019 into an aggregate of 41,273,345 shares of common stock, which conversion will occur immediately prior to the completion of this offering
and (ii)
the issuance of shares of our common stock upon the automatic net exercise of a warrant immediately prior to the completion of this offering (based upon the assumed initial public offering price of $
per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus)
.
|
(2)
|
The pro forma as adjusted column gives effect to (i) the pro forma adjustments set forth above and (ii) the sale and issuance by us of shares of common stock at an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
|
(3)
|
Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the cash and cash equivalents, working capital, total assets and total stockholders’ equity by $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions.
Similarly, each increase (decrease) of 1.0 million shares in the number of shares of common stock offered by us would increase (decrease)
, as applicable, the cash and cash equivalents, working capital, total assets and total stockholders’ equity by $ million
, assuming the assumed initial public offering price of $
per share of common stock remains the same, and after deducting estimated underwriting discounts and commissions.
The pro forma as adjusted information presented in the consolidated balance sheet data is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.
|
|
As of January 31,
|
||||
|
2018
|
|
2019
|
||
Customers
|
9,793
|
|
|
11,212
|
|
Customers greater than $100,000 in ARR
|
144
|
|
|
228
|
|
|
Last 12 Months Ended
January 31,
|
|||
|
2018
|
|
2019
|
|
Dollar-based net retention rate for all customers
|
134
|
%
|
|
140%
|
•
|
price our real-time operations platform effectively so that we are able to attract new customers and expand sales to our existing customers;
|
•
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expand the functionality and use cases for the products we offer on our platform;
|
•
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maintain the rates at which customers purchase and renew subscriptions to our platform;
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•
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provide our customers with customer support that meets their needs;
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•
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continue to introduce our products to new markets outside of the United States;
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•
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successfully identify and acquire or invest in businesses, products, or technologies that we believe could complement or expand our platform; and
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•
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increase awareness of our brand on a global basis and successfully compete with other companies.
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•
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sales and marketing, including a significant expansion of our sales organization, particularly in the United States;
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•
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our technology infrastructure, including systems architecture, scalability, availability, performance, and security;
|
•
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product development, including investments in our product development team and the development of new products and new functionality for our platform;
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•
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acquisitions or strategic investments;
|
•
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international expansion; and
|
•
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general administration, including increased legal and accounting expenses associated with being a public company.
|
•
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any decline in demand for our On-Call Management product;
|
•
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the failure of our broader platform and other products to achieve market acceptance;
|
•
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the market for real-time operations platforms not continuing to grow, or growing more slowly than we expect;
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•
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the introduction of products and technologies that serve as a replacement or substitute for, or represent an improvement over, our platform and products;
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•
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technological innovations or new standards that our platform and products do not address;
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•
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sensitivity to current or future prices offered by us or our competitors; and
|
•
|
our inability to release enhanced versions of our platform and products on a timely basis.
|
•
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platform functionality;
|
•
|
breadth of offering and integrations;
|
•
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performance, security, scalability, and reliability;
|
•
|
real-time response capabilities;
|
•
|
brand recognition, reputation, and customer satisfaction;
|
•
|
ease of implementation and use; and
|
•
|
total cost of ownership.
|
•
|
fluctuations in demand for or pricing of our platform;
|
•
|
our ability to attract new customers;
|
•
|
our ability to retain our existing customers;
|
•
|
customer expansion rates and the pricing and quantity of subscriptions renewed;
|
•
|
the timing of our customer purchases;
|
•
|
fluctuations or delays in purchasing decisions in anticipation of new products or product enhancements by us or our competitors;
|
•
|
changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions;
|
•
|
potential and existing customers choosing our competitors’ products or developing their own solutions in-house;
|
•
|
our ability to control costs, including our operating expenses;
|
•
|
the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses, including commissions;
|
•
|
the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments, and other non-cash charges;
|
•
|
the amount and timing of costs associated with recruiting, training, and integrating new employees and retaining and motivating existing employees;
|
•
|
the effects of acquisitions and their integration;
|
•
|
general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;
|
•
|
the impact of new accounting pronouncements;
|
•
|
changes in the competitive dynamics of our market, including consolidation among competitors or customers;
|
•
|
significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our platform; and
|
•
|
awareness of our brand and our reputation in our target markets.
|
•
|
loss of customers;
|
•
|
lost or delayed market acceptance and sales of our products;
|
•
|
delays in payment to us by customers;
|
•
|
injury to our reputation and brand;
|
•
|
legal claims, including warranty and service level agreement claims, against us; or
|
•
|
diversion of our resources, including through increased service and warranty expenses or financial concessions, and increased insurance costs.
|
•
|
changes in a specific country’s or region’s political or economic conditions, including in the United Kingdom as a result of the United Kingdom exiting the European Union, or Brexit;
|
•
|
the need to adapt and localize our products for specific countries;
|
•
|
greater difficulty collecting accounts receivable and longer payment cycles;
|
•
|
potential changes in trade relations, regulations, or laws;
|
•
|
unexpected changes in laws, regulatory requirements, or tax laws;
|
•
|
more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe;
|
•
|
differing and potentially more onerous labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;
|
•
|
challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;
|
•
|
potential changes in laws, regulations and costs affecting our U.K. operations and local employees due to Brexit;
|
•
|
difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;
|
•
|
increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;
|
•
|
currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;
|
•
|
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
|
•
|
laws and business practices favoring local competitors or general market preferences for local vendors;
|
•
|
limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;
|
•
|
political instability or terrorist activities;
|
•
|
exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, or FCPA, U.S. bribery laws, the UK Bribery Act, and similar laws and regulations in other jurisdictions; and
|
•
|
adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
|
•
|
changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;
|
•
|
changes in tax laws, tax treaties, and regulations or the interpretation of them, including the Tax Act;
|
•
|
changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business;
|
•
|
the outcome of current and future tax audits, examinations, or administrative appeals; and
|
•
|
limitations or adverse findings regarding our ability to do business in some jurisdictions.
|
•
|
actual or anticipated fluctuations in our operating results or financial condition;
|
•
|
variance in our financial performance from expectations of securities analysts;
|
•
|
changes in the pricing of subscriptions to our platform and products;
|
•
|
changes in our projected operating and financial results;
|
•
|
changes in laws or regulations applicable to our platform and products;
|
•
|
announcements by us or our competitors of significant business developments, acquisitions, or new offerings;
|
•
|
our involvement in litigation;
|
•
|
future sales of our common stock by us or our stockholders, as well as the anticipation of lock-up releases;
|
•
|
changes in senior management or key personnel;
|
•
|
the trading volume of our common stock;
|
•
|
changes in the anticipated future size and growth rate of our market; and
|
•
|
general economic and market conditions.
|
•
|
authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock;
|
•
|
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
|
•
|
specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer;
|
•
|
establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;
|
•
|
establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;
|
•
|
prohibit cumulative voting in the election of directors;
|
•
|
provide that our directors may be removed for cause only upon the vote of sixty-six and two-thirds percent (66 2/3%) of our outstanding shares of common stock;
|
•
|
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and
|
•
|
require the approval of our board of directors or the holders of at least sixty-six and two-thirds percent (66 2/3%) of our outstanding shares of common stock to amend our bylaws and certain provisions of our certificate of incorporation.
|
•
|
our ability to continue to add new customers, maintain existing customers and sell new products to new and existing customers;
|
•
|
the effects of increased competition as well as innovations by new and existing competitors in our market;
|
•
|
our ability to adapt to technological change and effectively enhance, innovate, and scale our platform;
|
•
|
our ability to effectively manage or sustain our growth and to achieve profitability on an annual and consistent basis;
|
•
|
potential acquisitions and integration of complementary businesses and technologies;
|
•
|
our expected use of proceeds;
|
•
|
our ability to maintain, or strengthen awareness of, our brand;
|
•
|
perceived or actual integrity, reliability, quality, or compatibility problems with our platform or products, including related to unscheduled downtime or outages;
|
•
|
statements regarding future revenue, hiring plans, expenses, capital expenditures, capital requirements, and stock performance;
|
•
|
our ability to attract and retain qualified employees and key personnel and further expand our overall headcount;
|
•
|
our ability to grow both domestically and internationally;
|
•
|
our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business both in the United States and internationally;
|
•
|
our ability to maintain, protect, and enhance our intellectual property;
|
•
|
costs associated with defending intellectual property infringement and other claims; and
|
•
|
the future trading prices of our common stock and the impact of securities analysts’ reports on these prices.
|
•
|
U.S. Bureau of Labor Statistics,
Occupational Outlook Handbook
, 2018.
|
•
|
Business Monitor International Ltd,
US Global Total Employment - Yearly Data
, December 7, 2018.
|
•
|
International Labour Organization,
Key Indicators of the Labour Market-Employment by Sex and Occupation
, May 2018.
|
•
|
International Labour Organization,
Key Indicators of the Labour Market-Employment Distribution by Occupation
, May 2018.
|
•
|
IHS Inc., Press Release:
Businesses Losing $700 Billion a Year to IT Downtime, Says IHS
, January 25, 2016.
|
•
|
Harvard Business Review,
The Value of Keeping the Right Customers
, October 2014.
|
•
|
Google Analytics,
Think with Google
, March 2016.
|
•
|
PricewaterhouseCoopers LLP,
Experience is Everything: Here’s How to Get it Right
, 2018.
|
•
|
on an actual basis;
|
•
|
on a pro forma basis to reflect (1) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock as of January 31, 2019 into an aggregate of 41,273,345 shares of common stock, which conversion will occur immediately prior to the completion of this offering, (2) the issuance of shares of our common stock upon the automatic net exercise of a warrant immediately prior to the completion of this offering (based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), and (3) the filing of our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering; and
|
•
|
on a pro forma as adjusted basis to give further effect to the issuance and sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
|
|
As of January 31, 2019
|
||||||||
|
Actual
|
|
Pro Forma
|
|
Pro Forma as Adjusted
(1)
|
||||
|
(in thousands, except share and per share data)
|
||||||||
Cash and cash equivalents
|
$
|
127,875
|
|
|
$
|
127,875
|
|
|
$
|
Redeemable convertible preferred stock, $0.000005 par value per share; 41,810,231 shares authorized; 41,273,345 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted
|
$
|
173,023
|
|
|
$
|
—
|
|
|
$
|
Stockholders’ (deficit) equity:
|
|
|
|
|
|
||||
Preferred stock, $0.000005 par value per share: no shares authorized, issued or outstanding, actual; 100,000,000 shares authorized and no shares issued or outstanding, pro forma and pro forma as adjusted
|
—
|
|
|
—
|
|
|
|
||
Common stock, $0.000005 par value per share; 85,000,000 shares authorized, 23,189,921 shares issued and outstanding, actual; 1,000,000,000 shares authorized, pro forma and pro forma as adjusted; shares issued and outstanding, pro forma; shares issued and outstanding, pro forma as adjusted
|
—
|
|
|
—
|
|
|
|
||
Additional paid-in capital
|
59,938
|
|
|
232,961
|
|
|
|
||
Accumulated deficit
|
(128,868
|
)
|
|
(128,868
|
)
|
|
|
||
Total stockholders’ (deficit) equity
|
(68,930
|
)
|
|
104,093
|
|
|
|
||
Total capitalization
|
$
|
104,093
|
|
|
$
|
104,093
|
|
|
$
|
(1)
|
Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total stockholders’ equity, and total capitalization by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated
|
•
|
14,006,222 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of January 31, 2019, with a weighted-average exercise price of $4.32 per share;
|
•
|
3,331,311 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock granted after January 31, 2019, with a weighted-average exercise price of $14.52 per share;
|
•
|
101,905 shares of our common stock issuable upon the exercise of warrants outstanding as of January 31, 2019, with a weighted-average exercise price of $4.65 per share;
|
•
|
2,221,216 shares of our common stock reserved for future issuance under our 2010 Stock Plan, or the 2010 Plan, as of January 31, 2019;
|
•
|
11,550,000 shares of our common stock reserved for future issuance under the 2019 Plan, which will become effective in connection with this offering; and
|
•
|
1,850,000 shares of our common stock reserved for future issuance under the ESPP, which includes an annual evergreen increase and will become effective in connection with this offering.
|
Assumed initial public offering price per share
|
|
|
$
|
Pro forma net tangible book value per share as of January 31, 2019
|
|
|
|
Increase in pro forma net tangible book value per share attributable to this offering
|
|
|
|
Pro forma as adjusted net tangible book value per share immediately after this offering
|
|
|
|
Dilution per share to new investors participating in this offering
|
|
|
$
|
•
|
14,006,222 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of January 31, 2019, with a weighted-average exercise price of $4.32 per share;
|
•
|
3,331,311 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock granted after January 31, 2019, with a weighted-average exercise price of $14.52 per share;
|
•
|
101,905 shares of our common stock issuable upon the exercise of warrants outstanding as of January 31, 2019, with a weighted-average exercise price of $4.65 per share;
|
•
|
2,221,216 shares of our common stock reserved for future issuance under our 2010 Stock Plan, or the 2010 Plan, as of January 31, 2019;
|
•
|
11,550,000 shares of our common stock reserved for future issuance under the 2019 Plan, which will become effective in connection with this offering; and
|
•
|
1,850,000 shares of our common stock reserved for future issuance under the ESPP, which includes an annual evergreen increase and will become effective in connection with this offering.
|
•
|
the percentage of shares of common stock held by existing stockholders will decrease to approximately % of the total number of shares of our common stock outstanding after this offering; and
|
•
|
the number of shares held by new investors will increase to , or approximately % of the total number of shares of our common stock outstanding after this offering.
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
(in thousands, except per share amounts)
|
||||||
Consolidated Statements of Operations Data:
|
|
|
|
||||
Revenue
|
$
|
79,630
|
|
|
$
|
117,823
|
|
Cost of revenue
(1)
|
12,717
|
|
|
17,255
|
|
||
Gross profit
|
66,913
|
|
|
100,568
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
(1)
|
33,532
|
|
|
38,858
|
|
||
Sales and marketing
(1)
|
47,354
|
|
|
64,060
|
|
||
General and administrative
(1)
|
24,343
|
|
|
39,971
|
|
||
Total operating expenses
|
105,229
|
|
|
142,889
|
|
||
Loss from operations
|
(38,316
|
)
|
|
(42,321
|
)
|
||
Interest income
|
371
|
|
|
1,249
|
|
||
Interest expense
|
(702
|
)
|
|
—
|
|
||
Other income, net
|
682
|
|
|
1,032
|
|
||
Loss before provision for income taxes
|
(37,965
|
)
|
|
(40,040
|
)
|
||
Provision for income taxes
|
184
|
|
|
701
|
|
||
Net loss and comprehensive loss
|
$
|
(38,149
|
)
|
|
$
|
(40,741
|
)
|
Net loss per share
(2)
:
|
|
|
|
||||
Basic and diluted
|
$
|
(1.91
|
)
|
|
$
|
(1.90
|
)
|
Weighted average shares used in calculating net loss per share
(2)
:
|
|
|
|
||||
Basic and diluted
|
19,986
|
|
|
21,410
|
|
||
Pro forma net loss per share
(2)
:
|
|
|
|
||||
Basic and diluted
|
|
|
|
$
|
|||
Weighted average shares used in calculating pro forma net loss per share
(2)
:
|
|
|
|
||||
Basic and diluted
|
|
|
|
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
(in thousands)
|
||||||
Cost of revenue
|
$
|
385
|
|
|
$
|
281
|
|
Research and development
|
9,796
|
|
|
8,171
|
|
||
Sales and marketing
|
3,831
|
|
|
3,981
|
|
||
General and administrative
|
4,140
|
|
|
6,645
|
|
||
Total
|
$
|
18,152
|
|
|
$
|
19,078
|
|
(2)
|
See Note 10 to our consolidated financial statements for an explanation of the method used to compute the historical and pro forma net loss per share and the number of shares used in the computation of the per share amounts.
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
(in thousands)
|
||||||
Consolidated Balance Sheet Data:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
43,999
|
|
|
$
|
127,875
|
|
Working capital
|
18,980
|
|
|
84,028
|
|
||
Total assets
|
81,368
|
|
|
197,234
|
|
||
Deferred revenue
|
38,169
|
|
|
64,104
|
|
||
Total stockholders’ deficit
|
(56,365
|
)
|
|
(68,930
|
)
|
|
As of January 31,
|
||||
|
2018
|
|
2019
|
||
Customers
|
9,793
|
|
|
11,212
|
|
Customers with more than $100,000 ARR
|
144
|
|
|
228
|
|
|
Last 12 Months Ended
January 31,
|
|||
|
2018
|
|
2019
|
|
Dollar-based net retention rate for all customers
|
134
|
%
|
|
140%
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
(in thousands)
|
||||||
Non-GAAP operating loss
|
$
|
(20,164
|
)
|
|
$
|
(17,026
|
)
|
Non-GAAP operating margin
|
(25
|
)%
|
|
(14
|
)%
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
(in thousands)
|
||||||
Loss from operations
|
$
|
(38,316
|
)
|
|
$
|
(42,321
|
)
|
Add:
|
|
|
|
||||
Stock-based compensation
|
18,152
|
|
|
19,078
|
|
||
Charitable contribution - issuance of common stock warrant
|
—
|
|
|
6,217
|
|
||
Non-GAAP operating loss
|
$
|
(20,164
|
)
|
|
$
|
(17,026
|
)
|
|
As of January 31,
|
||||
|
2018
|
|
2019
|
||
Customers
|
9,793
|
|
|
11,212
|
|
Customers greater than $100,000 in ARR
|
144
|
|
|
228
|
|
|
Last 12 Months Ended
January 31,
|
|||
|
2018
|
|
2019
|
|
Dollar-based net retention rate for all customers
|
134
|
%
|
|
140%
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
Revenue
|
$
|
79,630
|
|
|
$
|
117,823
|
|
Cost of revenue
(1)
|
12,717
|
|
|
17,255
|
|
||
Gross profit
|
66,913
|
|
|
100,568
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
(1)
|
33,532
|
|
|
38,858
|
|
||
Sales and marketing
(1)
|
47,354
|
|
|
64,060
|
|
||
General and administrative
(1)
|
24,343
|
|
|
39,971
|
|
||
Total operating expenses
|
105,229
|
|
|
142,889
|
|
||
Loss from operations
|
(38,316
|
)
|
|
(42,321
|
)
|
||
Interest income
|
371
|
|
|
1,249
|
|
||
Interest expense
|
(702
|
)
|
|
—
|
|
||
Other income, net
|
682
|
|
|
1,032
|
|
||
Loss before provision for income taxes
|
(37,965
|
)
|
|
(40,040
|
)
|
||
Provision for income taxes
|
184
|
|
|
701
|
|
||
Net loss and comprehensive loss
|
$
|
(38,149
|
)
|
|
$
|
(40,741
|
)
|
(1)
|
Includes stock-based compensation expense as follows (in thousands):
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
Cost of revenue
|
$
|
385
|
|
|
$
|
281
|
|
Research and development
|
9,796
|
|
|
8,171
|
|
||
Sales and marketing
|
3,831
|
|
|
3,981
|
|
||
General and administrative
|
4,140
|
|
|
6,645
|
|
||
Total
|
$
|
18,152
|
|
|
$
|
19,078
|
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2019
|
|
Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
$
|
79,630
|
|
|
$
|
117,823
|
|
|
$
|
38,193
|
|
|
48
|
%
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2019
|
|
Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Research and development
|
$
|
33,532
|
|
|
$
|
38,858
|
|
|
$
|
5,326
|
|
|
16
|
%
|
Percentage of revenue
|
42
|
%
|
|
33
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2019
|
|
Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Sales and marketing
|
$
|
47,354
|
|
|
$
|
64,060
|
|
|
$
|
16,706
|
|
|
35
|
%
|
Percentage of revenue
|
59
|
%
|
|
54
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2019
|
|
Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
General and administrative
|
$
|
24,343
|
|
|
$
|
39,971
|
|
|
$
|
15,628
|
|
|
64
|
%
|
Percentage of revenue
|
31
|
%
|
|
34
|
%
|
|
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
|
Apr. 30, 2018
|
|
Jul. 31, 2018
|
|
Oct. 31, 2018
|
|
Jan. 31, 2019
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Revenue
|
$
|
17,107
|
|
|
$
|
18,585
|
|
|
$
|
20,915
|
|
|
$
|
23,023
|
|
|
$
|
25,020
|
|
|
$
|
27,744
|
|
|
$
|
31,229
|
|
|
$
|
33,830
|
|
Cost of revenue
(1)
|
2,491
|
|
|
2,892
|
|
|
3,369
|
|
|
3,965
|
|
|
3,885
|
|
|
3,912
|
|
|
4,599
|
|
|
4,859
|
|
||||||||
Gross margin
|
14,616
|
|
|
15,693
|
|
|
17,546
|
|
|
19,058
|
|
|
21,135
|
|
|
23,832
|
|
|
26,630
|
|
|
28,971
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
(1)
|
12,131
|
|
|
8,544
|
|
|
6,200
|
|
|
6,657
|
|
|
7,719
|
|
|
7,804
|
|
|
14,578
|
|
|
8,757
|
|
||||||||
Sales and marketing
(1)
|
9,501
|
|
|
11,626
|
|
|
12,712
|
|
|
13,515
|
|
|
13,294
|
|
|
15,319
|
|
|
18,738
|
|
|
16,709
|
|
||||||||
General and administrative
(1)
|
4,331
|
|
|
5,996
|
|
|
6,454
|
|
|
7,562
|
|
|
7,116
|
|
|
13,672
|
|
|
9,264
|
|
|
9,919
|
|
||||||||
Total operating expenses
|
25,963
|
|
|
26,166
|
|
|
25,366
|
|
|
27,734
|
|
|
28,129
|
|
|
36,795
|
|
|
42,580
|
|
|
35,385
|
|
||||||||
Loss from operations
|
(11,347
|
)
|
|
(10,473
|
)
|
|
(7,820
|
)
|
|
(8,676
|
)
|
|
(6,994
|
)
|
|
(12,963
|
)
|
|
(15,950
|
)
|
|
(6,414
|
)
|
||||||||
Interest income
|
13
|
|
|
91
|
|
|
158
|
|
|
109
|
|
|
130
|
|
|
148
|
|
|
318
|
|
|
653
|
|
||||||||
Interest expense
|
(188
|
)
|
|
(382
|
)
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other income (expense), net
|
309
|
|
|
414
|
|
|
(405
|
)
|
|
364
|
|
|
389
|
|
|
326
|
|
|
372
|
|
|
(55
|
)
|
||||||||
Loss before provision for income taxes
|
(11,213
|
)
|
|
(10,350
|
)
|
|
(8,199
|
)
|
|
(8,203
|
)
|
|
(6,475
|
)
|
|
(12,489
|
)
|
|
(15,260
|
)
|
|
(5,816
|
)
|
||||||||
Provision for income taxes
|
51
|
|
|
1
|
|
|
—
|
|
|
132
|
|
|
104
|
|
|
91
|
|
|
115
|
|
|
391
|
|
||||||||
Net loss and comprehensive loss
|
$
|
(11,264
|
)
|
|
$
|
(10,351
|
)
|
|
$
|
(8,199
|
)
|
|
$
|
(8,335
|
)
|
|
$
|
(6,579
|
)
|
|
$
|
(12,580
|
)
|
|
$
|
(15,375
|
)
|
|
$
|
(6,207
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
|
Apr. 30, 2018
|
|
Jul. 31, 2018
|
|
Oct. 31, 2018
|
|
Jan. 31, 2019
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Cost of revenue
|
$
|
49
|
|
|
$
|
235
|
|
|
$
|
48
|
|
|
$
|
53
|
|
|
$
|
61
|
|
|
$
|
70
|
|
|
$
|
70
|
|
|
$
|
80
|
|
Research and development
|
6,864
|
|
|
2,438
|
|
|
256
|
|
|
238
|
|
|
715
|
|
|
398
|
|
|
6,567
|
|
|
491
|
|
||||||||
Sales and marketing
|
737
|
|
|
1,429
|
|
|
823
|
|
|
842
|
|
|
852
|
|
|
914
|
|
|
1,197
|
|
|
1,018
|
|
||||||||
General and administrative
|
766
|
|
|
1,291
|
|
|
922
|
|
|
1,161
|
|
|
1,530
|
|
|
1,147
|
|
|
2,341
|
|
|
1,627
|
|
||||||||
Total
|
$
|
8,416
|
|
|
$
|
5,393
|
|
|
$
|
2,049
|
|
|
$
|
2,294
|
|
|
$
|
3,158
|
|
|
$
|
2,529
|
|
|
$
|
10,175
|
|
|
$
|
3,216
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
|
Apr. 30, 2018
|
|
Jul. 31, 2018
|
|
Oct. 31, 2018
|
|
Jan. 31, 2019
|
||||||||
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
(1)
|
15
|
|
|
16
|
|
|
16
|
|
|
17
|
|
|
16
|
|
|
14
|
|
|
15
|
|
|
14
|
|
Gross profit
|
85
|
%
|
|
84
|
%
|
|
84
|
%
|
|
83
|
%
|
|
84
|
%
|
|
86
|
%
|
|
85
|
%
|
|
86
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
(1)
|
71
|
|
|
46
|
|
|
30
|
|
|
29
|
|
|
31
|
|
|
28
|
|
|
47
|
|
|
26
|
|
Sales and marketing
(1)
|
56
|
|
|
63
|
|
|
61
|
|
|
59
|
|
|
53
|
|
|
55
|
|
|
60
|
|
|
49
|
|
General and administrative
(1)
|
25
|
|
|
32
|
|
|
31
|
|
|
33
|
|
|
28
|
|
|
49
|
|
|
30
|
|
|
29
|
|
Total operating expenses
|
152
|
%
|
|
141
|
%
|
|
121
|
%
|
|
120
|
%
|
|
112
|
%
|
|
133
|
%
|
|
136
|
%
|
|
105
|
%
|
Loss from operations
|
(66
|
)
|
|
(56
|
)
|
|
(37
|
)
|
|
(38
|
)
|
|
(28
|
)
|
|
(47
|
)
|
|
(51
|
)
|
|
(19
|
)
|
Interest income
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Interest expense
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other income (expense), net
|
2
|
|
|
2
|
|
|
(2
|
)
|
|
2
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
Loss before provision for income taxes
|
(66
|
)
|
|
(56
|
)
|
|
(39
|
)
|
|
(36
|
)
|
|
(26
|
)
|
|
(45
|
)
|
|
(49
|
)
|
|
(17
|
)
|
Provision for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Net loss and comprehensive loss
|
(66
|
)%
|
|
(56
|
)%
|
|
(39
|
)%
|
|
(36
|
)%
|
|
(26
|
)%
|
|
(45
|
)%
|
|
(49
|
)%
|
|
(18
|
)%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
|
Apr. 30, 2018
|
|
Jul. 31, 2018
|
|
Oct. 31, 2018
|
|
Jan. 31, 2019
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Customers (period end)
(1)
|
8,779
|
|
|
9,146
|
|
|
9,444
|
|
|
9,793
|
|
|
10,139
|
|
|
10,454
|
|
|
10,806
|
|
|
11,212
|
|
||||||||
Customers greater than $100,000 in ARR
(1)
|
108
|
|
|
121
|
|
|
132
|
|
|
144
|
|
|
160
|
|
|
181
|
|
|
203
|
|
|
228
|
|
||||||||
Dollar-based net retention rate for all customers
(1)
|
140
|
%
|
|
138
|
%
|
|
136
|
%
|
|
134
|
%
|
|
136
|
%
|
|
138
|
%
|
|
139
|
%
|
|
140
|
%
|
||||||||
Non-GAAP operating loss
|
$
|
(2,931
|
)
|
|
$
|
(5,080
|
)
|
|
$
|
(5,771
|
)
|
|
$
|
(6,382
|
)
|
|
$
|
(3,836
|
)
|
|
$
|
(4,217
|
)
|
|
$
|
(5,775
|
)
|
|
$
|
(3,198
|
)
|
Non-GAAP operating margin
|
(17
|
)%
|
|
(27
|
)%
|
|
(28
|
)%
|
|
(28
|
)%
|
|
(15
|
)%
|
|
(15
|
)%
|
|
(18
|
)%
|
|
(9
|
)%
|
(1)
|
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Key Business Metrics” for information about these metrics.
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30,
2017
|
|
Jul. 31,
2017
|
|
Oct. 31,
2017
|
|
Jan. 31
2018
|
|
Apr. 30,
2018
|
|
Jul. 31,
2018
|
|
Oct. 31,
2018
|
|
Jan. 31,
2019
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Loss from operations
|
$
|
(11,347
|
)
|
|
$
|
(10,473
|
)
|
|
$
|
(7,820
|
)
|
|
$
|
(8,676
|
)
|
|
$
|
(6,994
|
)
|
|
$
|
(12,963
|
)
|
|
$
|
(15,950
|
)
|
|
$
|
(6,414
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stock-based compensation
|
8,416
|
|
|
5,393
|
|
|
2,049
|
|
|
2,294
|
|
|
3,158
|
|
|
2,529
|
|
|
10,175
|
|
|
3,216
|
|
||||||||
Charitable contribution - issuance of common stock warrant
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,217
|
|
|
—
|
|
|
—
|
|
||||||||
Non-GAAP operating loss
|
$
|
(2,931
|
)
|
|
$
|
(5,080
|
)
|
|
$
|
(5,771
|
)
|
|
$
|
(6,382
|
)
|
|
$
|
(3,836
|
)
|
|
$
|
(4,217
|
)
|
|
$
|
(5,775
|
)
|
|
$
|
(3,198
|
)
|
Operating margin
|
(66
|
)%
|
|
(56
|
)%
|
|
(37
|
)%
|
|
(38
|
)%
|
|
(28
|
)%
|
|
(47
|
)%
|
|
(51
|
)%
|
|
(19
|
)%
|
||||||||
Non-GAAP operating margin
|
(17
|
)%
|
|
(27
|
)%
|
|
(28
|
)%
|
|
(28
|
)%
|
|
(15
|
)%
|
|
(15
|
)%
|
|
(18
|
)%
|
|
(9
|
)%
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
(in thousands)
|
||||||
Net cash used in operating activities
|
$
|
(11,836
|
)
|
|
$
|
(5,608
|
)
|
Net cash used in investing activities
|
(822
|
)
|
|
(4,119
|
)
|
||
Net cash provided by financing activities
|
45,429
|
|
|
93,599
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total
|
|
Less than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating lease commitments
|
$
|
31,164
|
|
|
$
|
4,667
|
|
|
$
|
9,178
|
|
|
$
|
9,733
|
|
|
$
|
7,586
|
|
Purchase commitments
|
19,170
|
|
|
7,040
|
|
|
12,130
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
50,334
|
|
|
$
|
11,707
|
|
|
$
|
21,308
|
|
|
$
|
9,733
|
|
|
$
|
7,586
|
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, we satisfy a performance obligation
|
•
|
contemporaneous valuations of our common stock performed by independent third-party specialists;
|
•
|
the prices, rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of our common stock;
|
•
|
the prices of common or preferred stock sold to third-party investors by us and in secondary transactions or repurchased by us in arms-length transactions;
|
•
|
lack of marketability of our common stock;
|
•
|
our actual operating and financial performance;
|
•
|
current business conditions and projections;
|
•
|
hiring of key personnel and the experience of our management;
|
•
|
the history of the company and the introduction of new services;
|
•
|
our stage of development;
|
•
|
likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or a merger or acquisition of our company given prevailing market conditions;
|
•
|
the market performance of comparable publicly traded companies; and
|
•
|
the U.S. and global capital market conditions.
|
•
|
Box uses PagerDuty to help ensure that its services are always available to its customers, leveraging PagerDuty Modern Incident Response to run automated response plays that enable teams to mobilize faster and take action in real time.
|
•
|
Good Eggs uses PagerDuty to enable warehouse operations and development teams to analyze signals from refrigeration units to ensure food stays fresh for deliveries.
|
•
|
Okta uses PagerDuty for its digital operations to remove friction from the incident response process so that teams can identify, escalate, and resolve incidents, while mitigating customer impact.
|
•
|
Slack leverages the PagerDuty platform to orchestrate real-time response across teams to maintain high availability and reliability for its millions of users across the world.
|
•
|
According to a Harvard Business Review article, the cost of acquiring a new customer is five to 25 times more expensive than retaining an existing customer
|
•
|
32% of all customers say they will walk away from a brand after just one bad experience (PricewaterhouseCoopers LLP)
|
•
|
53% of mobile website visits are abandoned if the site takes longer than three seconds to load (Think with Google)
|
•
|
A large online retailer can lose up to $500,000 in revenue for every minute of downtime (PagerDuty data)
|
•
|
IT outages are costing North American enterprises approximately $700 billion per year primarily due to lost employee productivity annually (IHS Markit)
|
•
|
Real time.
Collect billions of digital signals from a broad range of technologies and make sense of them in milliseconds.
|
•
|
Intelligent and automated.
Apply machine learning and automation to empower teams to act and to effectively orchestrate a cross-functional response.
|
•
|
Easy to adopt and use.
Easy to use so distributed users across the organizations can get started and derive value in less than 30 minutes.
|
•
|
Embedded best practices.
Leverage best practices built on millions of response workflows and team actions to ensure organizations become proactive and continuously evolve their processes and engagement models.
|
•
|
Scalable, resilient and secure.
Support scale and security needs with highly resilient systems proven at scale to manage an increasing amount of data and growing number of users across the organization.
|
•
|
Transparent.
Visibility into technology, infrastructure, and teams, and the ability to understand the business impact of digital operations.
|
•
|
Not built for real time.
Built as queued systems with serial, linear workflows that can take multiple weeks or months to conclude, and do not provide the ability to collect data and orchestrate people for a real-time response.
|
•
|
Limited data sets.
Short data retention and storage policies, data without context derived from a small number of customers, and inability to ingest diverse data sources results in a limited data set to learn from, provide insights, and build best practices.
|
•
|
Limited in-depth integrations.
Lack the breadth and depth of integrations with software-enabled systems or devices. Most solutions either provide only a few ‘out of the box’ integrations or have numerous lightweight integrations that require third-party systems integrators to configure for implementation.
|
•
|
Limited breadth of functionality.
Generally limited to basic on-call management capabilities with no machine learning, automation, analytics, or support that is needed for a broad range of use cases.
|
•
|
Reactive.
Focused on reactive incident response rather than proactively preventing incidents from occurring.
|
•
|
Unproven reliability, scalability, and security.
Many existing solutions have unproven capabilities to scale across global organizations, manage massive data sets, and lack uptime metrics and security requirements consistent with enterprise-grade standards.
|
•
|
Difficult to use.
Many existing solutions require professional services to onboard, configure, and integrate with ecosystem partners while having complicated interfaces that are not user friendly and require a steep learning curve.
|
•
|
Siloed view of operational performance.
Cannot provide operational views of incidents across groups and lack context into impact on business outcomes.
|
•
|
Built for real time.
Our platform collects data, interprets digital signals, orchestrates a response, and provides insights — all in real time. There is no concept of queued tickets or queued work in our platform. Relevant signals trigger incidents, which lead to immediate orchestration of the right teams to execute a targeted response.
|
•
|
10 years’ and over 11,000 customers’ worth of data.
As pioneers in digital operations management with over 11,000 customers, we have a rich repository of machine-generated data and human response data. We mine our data from every incident and leverage it across our platform. Our robust data set has allowed us to build advanced machine-learning capabilities, provide richer contextual insights to teams, and share in-depth analytics, benchmarking, and best practices with our customers. We combine machine and human response data with business metrics to provide users visibility into the real-time business impact of incidents.
|
•
|
Over 300 integrations across the technology ecosystem.
We have invested extensively in an ecosystem that includes over 300 integrations, allowing us to harness data from software-enabled systems and devices. We have deep integrations to a range of widely-used technologies, such as AWS, Datadog, HashiCorp, New Relic, and Splunk, and bi-directional integrations into Atlassian, Salesforce, ServiceNow, and Slack. Our integrations support a broad range of use cases including developers, IT, security, support, and other business functions. We provide capabilities through which our users can easily build integrations themselves and connect our products with other third-party technologies.
|
•
|
Breadth of functionality.
We provide our customers with a complete platform that spans end-to-end digital operations management needs: harness digital data, make sense of data, respond and engage teams, and analyze and learn from a team’s actions. We have continued to extend our core capabilities around on-call management and modern incident response to include event intelligence, business visibility, and analytics. We have embedded machine learning, automation, insights, and best practices across our products to help our customers realize value quickly.
|
•
|
Proactive.
We are leading a shift from efficient response to proactive and predictive action to help teams prevent incidents from occurring.
|
•
|
Secure, resilient, and scalable.
Our customers depend on us for their digital operations needs. When their systems fail, we need to be operational. We have built multiple redundancies into our infrastructure including two cloud providers, eight communications network providers and three DNS providers. We run entirely in production, with no maintenance windows, so our customers can rely on always-on delivery. We have delivered 99.99% uptime to our customers over the past 24 months. Security is a critical requirement, and we have adopted governance, access control, and vulnerability testing to support the needs of our most sophisticated customers.
|
•
|
Designed for the user.
Our software is easy to adopt and use. We provide a simple, self-service onboarding experience so teams can be up and running in minutes. Our products are mobile-first and include intuitive navigation for all functionality. Customers can easily extend our platform across teams and multiple use cases within an organization.
|
•
|
Technology agnostic.
We are agnostic to our customer’s technology stack and provide them the choice to use best-of-breed technologies that meet their needs. We are flexible, modular, and open in our approach to building our platform. Our open technology and broad range of integrations ensures that we can effectively co-exist with our customer’s technology.
|
•
|
Trusted and loved by teams.
We empower teams to be efficient and productive, allowing them to increase their focus on innovation. Our products help teams improve their work-life balance and enable organizations to improve team health while reducing attrition. Our customers are strong advocates and champions about their use of our products — often sharing their stories publicly through social media, videos, and speaking on our behalf.
|
•
|
Engaged community of over 380,000 users.
We benefit from a large, loyal, and engaged user base that promotes the adoption of our products through word of mouth. The value of our technology is broadly disseminated by users who have directly benefited from our platform and can articulate its capabilities. This approach has led to significant self-service adoption and expansion of use cases. Our vibrant community of over 380,000 paid users share best practices and actively develop a broad range of integrations that benefit the entire community. Many of our integrations to date have been developed by our community of users.
|
•
|
Highly efficient go-to-market model.
We employ a highly efficient go-to-market strategy that combines self-service with viral adoption and a high-velocity sales model to drive both the initial land of new customers and the subsequent expansion into broader use cases, increased users, and premium functionality. Our strategy benefits from a low friction digital acquisition model that involves low marketing expenditure to drive initial lands and a targeted selling motion into identified high value customers to drive scale. Over time, many of our customers expand their deployment to broader use cases, more products, and diverse teams.
|
•
|
Effectively serving customers of all sizes and maturity.
Our product and go-to-market strategy were designed to enable organizations of all sizes and maturity levels to benefit from our platform. We provide our products through modular deployment, giving customers the flexibility to adopt products that fit the needs of their teams, regardless of their size or the maturity of their digital operations. Our breadth of functionality and proven enterprise scalability allows us to expand with our customers as they grow.
|
•
|
50% of our executive leadership team is composed of women, approximately 40% of management roles are held by women, and over 25% of management roles are held by underrepresented minorities.
|
•
|
The strength of our culture is key to attracting and retaining the best talent, as demonstrated by our high employee retention rates, and, as of January 31, 2019, a Glassdoor rating of 4.5 out of 5 and 100% approval rating of our chief executive officer.
|
•
|
Land new customers across enterprises of all sizes.
We will continue to target new customers by leveraging our trusted brand and highly efficient go-to-market strategy that combines self-serve viral adoption with a focused direct sales effort. We will continue to build on our partner ecosystem to drive awareness of our products. We will continue to target our potential customers with community building and marketing programs that include digital campaigns, our annual user and regional conferences, broader industry events, customer marketing activities, and user meet-ups.
|
•
|
Expand usage within our existing customer base across developers and IT user groups.
Developers and IT professionals often make an initial purchase of our platform for a small number of users and then expand users over time. We will continue to work with customers to demonstrate how additional users can help accelerate organizational benefits. We see significant growth opportunity within the developer, IT, security, and customer support communities and estimate that we have penetrated less than 1% within this group of professionals. We intend to increase our inside and field sales teams, as well as our customer success efforts, to continue to drive adoption across our existing customers.
|
•
|
Expand use cases across all teams.
We believe that there is a large opportunity for organizations to expand adoption beyond developer and IT to additional use cases such as customer service, security, business operations, and industrial operations. We intend to enable and encourage our customer base to further promote the extensibility of our products to address additional use cases. We will continue to invest in our product and ecosystem to build rich capabilities to support expansion of use cases. We will leverage our customer success to articulate the story around new use cases to drive further awareness and adoption.
|
•
|
Introduce new products and functionality.
Our ability to develop innovative capabilities and introduce new products has been integral to our success and we will to continue to invest in our platform to deliver greater value to our customers. We will continue to make investments in research and development to bolster our existing products, increase the reach of our integrations, and innovate on our platform, particularly around event intelligence, business visibility, analytics, and the application ecosystem. Our expanding portfolio of products provides us additional opportunities to upsell and cross-sell into our customer base. We partner with our customers in the early stages of product development to gather their input for innovative features and products.
|
•
|
Grow our international presence.
We have a large and global customer base that is passionate about our product. We intend to build on our success to date and grow our sales outside the North America. The self-service, low friction nature of our offering allows us to easily expand our reach into other regions where we see significant opportunity. We intend to grow our presence in international markets in order to accelerate new customer acquisition and existing customer expansion overseas, particularly throughout EMEA, Asia Pacific and Japan. Our international operations generated 23% of our revenue in the fiscal year ended January 31, 2019.
|
•
|
22.3 million global software developers
|
•
|
18 million information and communications technology skilled workers
|
•
|
43.7 million customer support and success workers (applying U.S. Bureau of Labor Statistics data on a global basis)
|
•
|
1.2 million security operations workers (applying U.S. Bureau of Labor Statistics data on a global basis)
|
•
|
Knowledge Base.
A comprehensive online repository for information around technical documentation, integration guides, and training videos.
|
•
|
Community Forum.
An online forum for our customers to ask questions and get answers from the broader community.
|
•
|
Best Practice Insights.
Our best practices around key topics such as incident response training are open sourced and accessible to everyone.
|
•
|
PagerDuty University.
In-depth courses on our products, technology, and best practices through in person training.
|
•
|
Premium Support.
24/7 premium support to our customers with associated service level agreements.
|
•
|
Customer Success Management.
Access to experts for onboarding and adoption of our platform. For large deployments, customers have access to designated success managers. These managers are the direct point of contact for customers for their support and success needs.
|
•
|
platform functionality;
|
•
|
breadth of offering and integrations;
|
•
|
performance, security, scalability, and reliability;
|
•
|
real-time response capabilities;
|
•
|
brand recognition, reputation, and customer satisfaction;
|
•
|
ease of implementation; and
|
•
|
total cost of ownership.
|
Name
|
Age
|
Position
|
Executive Officers
|
|
|
Jennifer G. Tejada
|
48
|
Chief Executive Officer and Chair of the Board
|
Howard Wilson
|
54
|
Chief Financial Officer
|
Steven Chung
|
51
|
Senior Vice President, Worldwide Sales and Services
|
Stacey A. Giamalis
|
54
|
Senior Vice President, Legal, General Counsel, and Secretary
|
Key Employees
|
|
|
Tim Armandpour
|
42
|
Senior Vice President, Engineering
|
Jonathan Rende
|
54
|
Senior Vice President, Product and Marketing
|
Non-Executive Directors
|
|
|
Elena Gomez
(1)
|
49
|
Director
|
Ethan Kurzweil
(1)(2)
|
39
|
Director
|
Rathi Murthy
(1)(3)
|
53
|
Director
|
Zachary Nelson
(2)(3)
|
57
|
Director
|
John L. O’Farrell
(1)(2)(3)*
|
60
|
Director
|
Alex Solomon
|
36
|
Co-Founder, Chief Technology Officer, and Director
|
(1)
|
Member of the audit committee.
|
(2)
|
Member of the compensation committee.
|
(3)
|
Member of the nominating and governance committee.
|
*
|
Presiding Director
|
•
|
the Class I directors will be
Jennifer G. Tejada
,
Ethan Kurzweil
and
John O’Farrell
, and their terms will expire at our first annual meeting of stockholders following this offering;
|
•
|
the Class II directors will be
Rathi Murthy
and
Alex Solomon
, and their terms will expire at our second annual meeting of stockholders following this offering; and
|
•
|
the Class III directors will be
Elena Gomez
and
Zachary Nelson
, and their terms will expire at our third annual meeting of stockholders following this offering.
|
•
|
helping our board of directors oversee our corporate accounting and financial reporting processes;
|
•
|
managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
|
•
|
discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;
|
•
|
developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
|
•
|
reviewing related person transactions;
|
•
|
obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and
|
•
|
approving or, as required, pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm.
|
•
|
reviewing and recommending to our board of directors the compensation of our chief executive officer and other executive officers;
|
•
|
reviewing and recommending to our board of directors the compensation of our directors;
|
•
|
administering our equity incentive plans and other benefit programs;
|
•
|
reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management; and
|
•
|
reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.
|
•
|
identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors;
|
•
|
considering and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of directors;
|
•
|
developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; and
|
•
|
overseeing periodic evaluations of the board of directors’ performance, including committees of the board of directors.
|
Name
|
|
Option Awards
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|||
Elena Gomez
(2)
|
|
1,318,868
|
|
|
—
|
|
|
1,318.868
|
|
Ethan Kurzweil
|
|
—
|
|
|
—
|
|
|
—
|
|
Andrew Gregory Miklas
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
Rathi Murthy
(4)
|
|
—
|
|
|
216,171
(1)
|
|
|
216,171
|
|
Zachary Nelson
(5)
|
|
1,411,802
|
|
|
—
|
|
|
1,411,802
|
|
John L. O’Farrell
|
|
—
|
|
|
—
|
|
|
—
|
|
Alex Solomon
(6)
|
|
—
|
|
|
247,447
|
|
|
247,447
|
|
(1)
|
The amounts disclosed represent the aggregate grant date fair value of the stock option granted under the 2010 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth
in Note 5 to our consolidated financial statements included elsewhere in this prospectus. These amounts do not reflect the actual economic value that may be realized by the director.
|
(2)
|
As of January 31, 2019, Ms. Gomez held a nonstatutory stock option to purchase 244,306 shares of our common stock. The shares subject to the option are immediately exercisable and vest in a series of 24 successive equal monthly installments over two years starting on October 1, 2018, subject to Ms. Gomez’s continuous service to us through each such date. The shares subject to the option accelerate and vest in full upon the completion of a change in control.
|
(3)
|
Mr. Miklas resigned from our board of directors in March 2019.
|
(4)
|
Ms. Murthy joined our board of directors in March 2019. As of January 31, 2019, Ms. Murthy held a nonstatutory stock option to purchase 25,000 shares of our common stock. The shares subject to the option were immediately exercisable and vested in a series of 24 successive equal monthly installments over two years starting on July 15, 2018, subject to Ms. Murthy’s continuous service to us through each such date. The shares subject to the option were to accelerate and vest in full upon the completion of a change in control. Subsequently, on March 13, 2019, 16,667 shares subject to the option that were not vested as of such date were canceled, effective as of March 18, 2019.
|
(5)
|
As of January 31, 2019, Mr. Nelson held 301,625 shares of our common stock that were issued upon the exercise of a nonstatutory stock option. The shares vest in a series of 24 successive equal monthly installments over two years starting on June 27, 2018, subject to Mr. Nelson’s continuous service to us through each such date. The vesting of the shares accelerate and vest in full upon the completion of a change in control.
|
(6)
|
In the fiscal year ended January 31, 2019, Mr. Solomon earned a salary of $199,423 and bonus of $48,024 in his role as our Chief Technology Officer. Mr. Solomon did not receive any additional compensation for service as a director.
|
•
|
$35,000 annual cash retainer for service as a board member and an additional annual cash retainer of $15,000 for service as lead independent director of our board of directors, if any;
|
•
|
$20,000 annual cash retainer for service as chair of the audit committee and $10,000 per year for service as a member of the audit committee;
|
•
|
$15,000 annual cash retainer for service as chair of the compensation committee and $7,500 per year for service as a member of the compensation committee; and
|
•
|
$8,000 annual cash retainer for service as chair of the nominating and corporate governance committee and $4,000 per year for service as a member of the nominating and corporate governance committee. The annual cash compensation amounts are payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial quarters.
|
•
|
Jennifer G. Tejada, our Chief Executive Officer;
|
•
|
Howard Wilson, our Chief Financial Officer; and
|
•
|
Stacey Giamalis, our Senior Vice President, Legal, General Counsel and Secretary.
|
Name
|
|
Fiscal
Year
|
|
Salary ($)
|
|
Options Awards ($)
(1)
|
|
Non-Equity
Incentive Plan Compensation ($) |
|
Total ($)
|
||||
Jennifer G. Tejada
Chief Executive Officer
|
|
2019
|
|
361,667
|
|
|
3,883,658
|
|
|
226,234
(2)
|
|
|
4,471,559
|
|
|
|
2018
|
|
350,000
|
|
|
—
|
|
|
195,784
|
|
|
545,784
|
|
Howard Wilson
Chief Financial Officer
|
|
2019
|
|
330,849
|
|
|
1,207,083
|
|
|
196,696
(2)
|
|
|
1,734,628
|
|
|
|
2018
|
|
300,000
|
|
|
—
|
|
|
155,060
|
|
|
455,060
|
|
Stacey Giamalis
(3)
Senior Vice President, Legal, General Counsel and Secretary |
|
2019
|
|
227,051
|
|
|
1,421,694
|
|
|
98,012
(2)
|
|
|
1,746,757
|
|
(1)
|
The amounts disclosed represent the aggregate grant date fair value of the stock option granted under the 2010 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 5 to our consolidated financial statements included elsewhere in this prospectus. These amounts do not reflect the actual economic value that may be realized by the named executive officer.
|
(2)
|
The amount disclosed represents the executive officer’s total bonuses earned for the fiscal year ended January 31, 2019, as described below under “—Non-Equity Incentive Plan Compensation—2018 Executive Short-Term Incentive Plan.”
|
(3)
|
Ms. Giamalis joined us in April 2018.
|
|
|
Option Awards
(1)
|
|||||||||||
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option Exercise
Price ($)
|
|
Option Expiration Date
|
|||
Jennifer G. Tejada
Chief Executive Officer |
|
7/10/2018
(2)
|
|
713,084
|
|
|
26,916
|
|
|
7.43
|
|
|
7/9/2028
|
|
|
7/22/2016
(3)
|
|
3,438,426
|
|
|
50,000
|
|
|
2.00
|
|
|
7/21/2026
|
Howard Wilson
Chief Financial Officer |
|
7/10/2018
(4)
|
|
203,084
|
|
|
26,916
|
|
|
7.43
|
|
|
7/9/2028
|
|
|
12/30/2016
(5)
|
|
533,264
|
|
|
50,000
|
|
|
2.00
|
|
|
12/29/2026
|
Stacey Giamalis
Senior Vice President, Legal, General Counsel and Secretary |
|
4/09/2018
(6)
|
|
332,350
|
|
|
51,150
|
|
|
5.87
|
|
|
4/8/2028
|
(1)
|
All option awards listed in this table were granted pursuant to the 2010 Plan and are subject to acceleration of vesting as described in “—Employment Agreements with our Named Executive Officers ”
or “
—
Potential Payments upon Termination or Change of Control”
below.
|
(2)
|
A portion of the option covering 26,916 shares is intended to qualify as an incentive stock option for federal tax purposes, and the remaining option to purchase 713,084 shares is a nonstatutory stock option. The option becomes exercisable as follows: (a) 13,458 shares subject to the incentive stock option first become exercisable on January 1 in each of 2021 and 2022; and (b) all of the 713,084 shares subject to the nonstatutory stock option first become exercisable on the grant date, subject to our right to repurchase unvested shares in the event Ms. Tejada’s employment terminates. 12/48th of the total shares subject to the option vests on the 12-month anniversary of the vesting commencement date and 1/48th of the total shares subject to the option vests on the same day of each month thereafter, subject to Ms. Tejada’s continuous service to us through each such date. Out of the unexercised options exercisable, no shares subject to the options were vested as of January 31, 2019.
|
(3)
|
A portion of the option covering 250,000 shares is intended to qualify as an incentive stock option for federal tax purposes, and the remaining option to purchase 3,638,426 shares is a nonstatutory stock option. The option becomes exercisable as follows: (a) 50,000 shares subject to the incentive stock option first become exercisable on the grant date and an additional 50,000 shares subject to the incentive stock option first become exercisable on January 1 in each of 2017, 2018, 2019, and 2020; and (b) all of the 3,638,426 shares subject to the nonstatutory stock option first become exercisable on the grant date, subject to our right to repurchase unvested shares in the event Ms. Tejada’s employment terminates. 12/48th of the total shares subject to the option vests on the 12-month anniversary of the vesting commencement date and 1/48th of the total shares subject to the option vests on the same day of each month thereafter, subject to Ms. Tejada’s continuous service to us through each such date. Out of the unexercised options exercisable, 2,030,266 shares subject to the options were vested as of January 31, 2019.
|
(4)
|
A portion of the option covering 26,916 shares is intended to qualify as an incentive stock option for federal tax purposes, and the remaining portion of the option covering 203,084 shares is a nonstatutory stock option. The option becomes exercisable as follows: (a) 13,458 shares subject to the incentive stock option first become exercisable on January 1 in each of 2021 and 2022; and (b) all of the 203,084 shares subject to the nonstatutory stock option first become exercisable on the grant date, subject to our right to repurchase unvested shares in the event Mr. Wilson’s employment terminates. 12/48th of the total shares subject to the option vests on the 12-month anniversary of the vesting commencement date and 1/48th of the total shares subject to the option vests on the same day of each month thereafter, subject to Mr. Wilson’s continuous service to us through each such date. Out of the unexercised options exercisable, no shares subject to the options were vested as of January 31, 2019.
|
(5)
|
A portion of the option covering 250,000 shares is intended to qualify as an incentive stock option for federal tax purposes, and the remaining portion of the option covering 372,148 shares is a nonstatutory stock option. The option becomes exercisable as follows: (a) 50,000 shares subject to the incentive stock option first become exercisable on the grant date and an additional 50,000 shares subject to the incentive stock option first become exercisable on January 1 in each of 2017, 2018, 2019, and 2020; and (b) all of the 372,148 shares subject to the nonstatutory stock option first become exercisable on the grant date, subject to our right to repurchase unvested shares in the event Mr. Wilson’s employment terminates. 12/48th of the total shares
|
(6)
|
A portion of the option covering 85,250 shares is intended to qualify as an incentive stock option, and the remaining portion of the option covering 298,250 shares is a nonstatutory stock option. The option becomes exercisable as follows: (a) 17,050 shares subject to the incentive stock option first become exercisable on the grant date and an additional 17,050 shares subject to the incentive stock option first become exercisable on January 1 in each of 2019, 2020, 2021, and 2022; and (b) all of the 298,250 shares subject to the nonstatutory stock option first become exercisable on the grant date, subject to our right to repurchase unvested shares in the event Ms.
Giamalis’
employment terminates. 12/48th of the total shares subject to the option vests on the 12-month anniversary of the vesting commencement date and 1/48th of the total shares subject to the option vests on the same day of each month thereafter, subject to Ms.
Giamalis’
continuous service to us through each such date. Out of the unexercised options exercisable, no shares subject to the options were vested as of January 31, 2019.
|
•
|
recipients;
|
•
|
the exercise, purchase, or strike price of stock awards, if any;
|
•
|
the number of shares subject to each stock award;
|
•
|
the fair market value of a share of our common stock;
|
•
|
the vesting schedule applicable to the awards, together with any vesting acceleration; and
|
•
|
the form of consideration, if any, payable upon exercise or settlement of the award.
|
•
|
the reduction of the exercise, purchase, or strike price of any outstanding award;
|
•
|
the cancellation of any outstanding stock award and the grant in substitution therefor of other awards, cash, or other consideration; or
|
•
|
any other action that is treated as a repricing under generally accepted accounting principles.
|
•
|
arrange for the assumption, continuation, or substitution of a stock award by a successor corporation;
|
•
|
arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;
|
•
|
accelerate the vesting, in whole or in part, of the stock award and provide for its termination prior to the transaction;
|
•
|
arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us;
|
•
|
cancel or arrange for the cancellation of the stock award before the transaction in exchange for a cash payment or no payment, as determined by our board of directors; or
|
•
|
make a payment, in the form determined by our board of directors, equal to the excess, if any, of the value of the property the participant would have received on exercise of the awards before the transaction over any exercise price payable by the participant in connection with the exercise, multiplied by the number of shares subject to the stock award. Any escrow, holdback, earnout, or similar provisions in the definitive agreement for the transaction may apply to such payment to the holder of a stock award to the same extent and in the same manner as such provisions apply to holders of our common stock.
|
•
|
any breach of the director’s duty of loyalty to the corporation or its stockholders;
|
•
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions; or
|
•
|
any transaction from which the director derived an improper personal benefit.
|
•
|
we have been or are to be a participant;
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, executive officers, or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
Stockholder
|
|
Shares of Series C Redeemable
Convertible Preferred Stock (#)
|
|
Total
Purchase Price ($)
|
|
Entities affiliated with Accel
(1)
|
|
3,821,722
|
|
40,000,003
|
|
Andreessen Horowitz Fund III, L.P., as nominee
(2)
|
|
9,554
|
|
99,996
|
|
Entities affiliated with Baseline Ventures
(3)
|
|
248,582
|
|
2,601,746
|
|
Entities affiliated with Bessemer Venture Partners
(4)
|
|
95,544
|
|
999,997
|
|
(1)
|
Affiliates of Accel holding our securities whose shares are aggregated for purposes of reporting share ownership information are Accel Growth Fund Investors 2011 L.L.C., Accel Growth Fund Investors 2016 L.L.C., Accel Growth Fund IV L.P., for itself and as nominee, Accel Growth Fund IV Strategic Partners L.P., Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P., Accel Investors 2013 L.L.C., Accel XI L.P. and Accel XI Strategic Partners L.P. Entities affiliated with Accel together hold more than 5% of our outstanding capital stock.
|
(2)
|
Andreessen Horowitz Fund III, L.P., as nominee, is an affiliate of Andreessen Horowitz. John L. O’Farrell, a member of our board of directors, is a General Partner at Andreessen Horowitz.
|
(3)
|
Affiliates of Baseline Ventures holding our securities whose shares are aggregated for purposes of reporting share ownership information are Baseline Encore, L.P., Baseline Increased Exposure Fund LLC and Baseline Ventures 2009 LLC. Entities affiliated with Baseline Ventures together hold more than 5% of our outstanding capital stock.
|
(4)
|
Affiliates of Bessemer Venture Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information are Bessemer Venture Partners VIII Institutional L.P. and Bessemer Venture Partners VIII L.P. Entities affiliated with Bessemer Venture Partners together hold more than 5% of our outstanding capital stock. Ethan Kurzweil, a member of our board of directors, is a partner at Bessemer Venture Partners.
|
Stockholder
|
|
Shares of Series D Redeemable
Convertible Preferred Stock (#)
|
|
Total
Purchase Price ($)
|
||
Entities affiliated with Accel
(1)
|
|
410,107
|
|
|
6,999,993
|
|
Andreessen Horowitz Fund III, L.P., as nominee
(2)
|
|
5,859
|
|
|
100,006
|
|
Entities affiliated with Bessemer Venture Partners
(3)
|
|
169,903
|
|
|
2,900,023
|
|
(1)
|
Affiliates of Accel holding our securities whose shares are aggregated for purposes of reporting share ownership information are Accel Growth Fund Investors 2011 L.L.C., Accel Growth Fund Investors 2016, L.L.C., Accel Growth Fund IV L.P., for itself and as nominee, Accel Growth Fund IV Strategic Partners L.P., Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P., Accel Investors 2013 L.L.C., Accel XI L.P. and Accel XI Strategic Partners L.P. Entities affiliated with Accel together hold more than 5% of our outstanding capital stock.
|
(2)
|
Andreessen Horowitz Fund III, L.P., as nominee, is an affiliate of Andreessen Horowitz. John L. O’Farrell, a member of our board of directors, is a General Partner at Andreessen Horowitz.
|
(3)
|
Affiliates of Bessemer Venture Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information are Bessemer Venture Partners VIII Institutional L.P. and Bessemer Venture Partners VIII L.P. Entities affiliated with Bessemer Venture Partners together hold more than 5% of our outstanding capital stock. Ethan Kurzweil, a member of our board of directors, is a partner at Bessemer Venture Partners.
|
•
|
each of our named executive officers;
|
•
|
each of our directors;
|
•
|
all of our executive officers and directors as a group; and
|
•
|
each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock.
|
|
|
Shares Beneficially
Owned Prior to Offering
|
|
Shares Beneficially Owned
After Offering
|
||||||
Name of Beneficial Owner
|
|
Number
|
|
Percentage
|
|
Number
|
|
Percentage
|
||
5% Stockholders
|
|
|
|
|
|
|
|
|
||
Andreessen Horowitz Fund III, L.P., as nominee
(1)
|
|
11,832,375
|
|
|
18.4
|
%
|
|
|
|
%
|
Entities affiliated with Accel
(2)
|
|
7,903,669
|
|
|
12.3
|
|
|
|
|
|
Entities affiliated with Bessemer Venture Partners
(3)
|
|
7,872,224
|
|
|
12.2
|
|
|
|
|
|
Baskar Puvanathasan
|
|
4,556,689
|
|
|
7.1
|
|
|
|
|
|
Entities affiliated with Baseline Ventures
(4)
|
|
4,300,102
|
|
|
6.7
|
|
|
|
|
|
Harrison Metal Capital II, L.P.
(5)
|
|
3,412,848
|
|
|
5.3
|
|
|
|
|
|
Andrew G. Miklas
(6)
|
|
4,556,689
|
|
|
7.1
|
|
|
|
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
|
|
|
||
Jennifer G. Tejada
(7)
|
|
4,401,510
|
|
|
6.4
|
%
|
|
|
|
%
|
Howard Wilson
(8)
|
|
736,348
|
|
|
1.1
|
|
|
|
|
|
Stacey A. Giamalis
(9)
|
|
332,350
|
|
|
*
|
|
|
|
|
|
Elena Gomez
(10)
|
|
244,306
|
|
|
*
|
|
|
|
|
|
Ethan Kurzweil
(11)
|
|
—
|
|
|
—
|
|
|
|
|
|
Rathi Murthy
(12)
|
|
8,333
|
|
|
—
|
|
|
|
|
|
Zachary Nelson
(13)
|
|
301,625
|
|
|
*
|
|
|
|
|
|
John L. O’Farrell
(14)
|
|
—
|
|
|
—
|
|
|
|
|
|
Alex Solomon
|
|
4,556,689
|
|
|
7.1
|
|
|
|
|
|
All directors and executive officers as a group
(15)
(10 persons)
|
|
11,281,242
|
|
|
16.0
|
%
|
|
|
|
%
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
Consists of 11,832,375 shares held of record by Andreessen Horowitz Fund III, L.P., for itself and as nominee Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P., or collectively, the AH Fund III Entities. The shares directly held by the AH Fund III Entities are indirectly held by AH Equity Partners III, L.L.C., or AH EP III, the general partner of the AH Fund III Entities, and by the managing members of AH EP III. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. AH EP III and its managing members share voting and dispositive power with regard to the securities held by the AH Fund III Entities. The address for each of these entities is 2865 Sand Hill Road, Suite 101, Menlo Park, California 94025.
|
(2)
|
Consists of (i) 6,106,738 shares held of record by Accel Growth Fund IV L.P., for itself and as nominee, or AGF4, (ii) 34,743 shares held of record by Accel Growth Fund IV Strategic Partners L.P., or AGF4 SP, (iii) 292,084 shares held of record by Accel Growth Fund Investors 2016 L.L.C., or AGFI 2016, (iv) 675,140 shares held of record by Accel Growth Fund L.P., or AGF, (v) 13,158 shares held of record by Accel Growth Fund Strategic Partners L.P., or AGF SP, (vi) 46,753 shares held of record by Accel Growth Fund Investors 2011 L.L.C., or AGFI 2011, (vii) 622,218 shares held of record by Accel XI L.P., or A11, (viii) 46,753 held of record by Accel XI Strategic Partners L.P., or A11 SP, and (ix) 66,082 held of record by Accel Investors 2013 L.L.C., or AI 2013. Accel Growth Fund IV Associates L.L.C., or AGF4A, is the General Partner of AGF4 and AGF4 SP and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF4A and share such powers. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGFI 2016 and therefore share the voting and investment powers. Accel Growth Fund Associates L.L.C., or AGFA, is the General Partner of AGF and AGF SP and has the sole voting and investment power. Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of AGFA and share such powers. Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of AGFI 2011 and therefore share the voting and investment powers. Accel XI Associates L.L.C., or A11A, is the General Partner of A11 and
|
(3)
|
Consists of (i) 4,298,235 shares held of record by Bessemer Venture Partners VIII Institutional L.P., or Bessemer Institutional, and (ii) 3,573,989 shares held of record by Bessemer Venture Partners VIII L.P, or Bessemer VIII, and together with Bessemer Institutional, the Bessemer Entities. Each of Deer VIII & Co. L.P., or Deer VIII L.P., the general partner of the Bessemer Entities, and Deer VIII & Co. Ltd., or Deer VIII Ltd., the general partner of Deer VIII L.P., has voting and dispositive power over the shares held by the Bessemer Entities. J. Edmund Colloton, David J. Cowan, Byron B. Deeter, Robert P. Goodman, Jeremy S. Levine and Robert M. Stavis are the directors of Deer VIII Ltd. Investment and voting decisions with respect to the shares held by the Bessemer Entities are made by the directors of Deer VIII Ltd. acting as an investment committee. The address for each of these entities is c/o Bessemer Venture Partners, 1865 Palmer Avenue, Suite 104, Larchmont, New York 10538.
Ethan Kurzweil disclaims beneficial ownership of the securities held by the Bessemer Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII L.P., and his indirect limited partnership interest in the Bessemer Entities.
|
(4)
|
Consists of (i) 486,956 shares held of record by Baseline Encore, L.P., or Baseline Encore, (ii) 526,912 shares held of record by Baseline Increased Exposure Fund LLC, or Baseline Exposure, and (iii) 3,286,234 shares held of record by Baseline Ventures 2009 LLC, or Baseline Ventures, and together with Baseline Encore and Baseline Exposure, the Baseline Entities. Steve Anderson is the sole managing member of each of (i) Baseline Ventures, (ii) Baseline Exposure, and (iii) Baseline Encore Associates, LLC. Baseline Encore Associates, LLC is the general partner of Baseline Encore. Mr. Anderson has the sole voting and dispositive power with respect to the shares held by the Baseline Entities. The address for each of these entities is
7250 Redwood Blvd, Suite 300, PMB 023, Novato, CA 94945
.
|
(5)
|
Consists of 3,412,848 shares held of record by Harrison Metal Capital II, L.P., or Harrison Metal Capital. Harrison Metal II, LLC, is the general partner of Harrison Metal Capital II, L.P. Michael C. Dearing is the managing member of Harrison Metal II, LLC and shares voting and investment power with respect to the shares held by Harrison Metal Capital. The address for this entity is
3660 Tripp Road, Woodside, CA 94062
.
|
(6)
|
Consists of (i) 3,052,982 shares held of record by the A. Miklas Revocable Trust created U/D/T dated August 8, 2016, for which Mr. Miklas serves as a trustee and (ii) 1,503,707 shares held of record by the AM GRAT dated January 16, 2019, for which Mr. Miklas serves as a trustee.
|
(7)
|
Consists of (i) 250,000 shares held of record by Ms. Tejada and (ii) 4,151,150 shares subject to options exercisable within 60 days of January 31, 2019, of which 2,192,284 are vested as of such date.
|
(8)
|
Consists of 736,348 shares subject to options exercisable within 60 days of January 31, 2019, of which 311,074 are vested as of such date.
|
(9)
|
Consists of 332,350 shares subject to options exercisable within 60 days of January 31, 2019, of which none are vested as of such date.
|
(10)
|
Consists of 244,306 shares subject to options exercisable within 60 days of January 31, 2019, of which 61,076 are vested as of such date.
|
(11)
|
Mr. Kurzweil is a partner at Bessemer Venture Partners.
|
(12)
|
Consists of 8,333 shares subject to options exercisable within 60 days of January 31, 2019, all of which are vested as of such date.
|
(13)
|
Consists of 301,625 shares held of record by Mr. Nelson, of which 213,651 shares may be repurchased by us at the original purchase price as of January 31, 2019 if Mr. Nelson does not satisfy certain vesting requirements.
|
(14)
|
Mr. O’Farrell is a general partner at Andreessen Horowitz.
|
(15)
|
Consists of (i) 5,108,314 shares owned by our current executive officers and directors, of which 213,651 may be repurchased by us at the original purchase price as of January 31, 2019, and (ii) 6,172,928 shares subject to options exercisable within 60 days of January 31, 2019, of which 2,961,611 shares are vested as of such date.
|
•
|
1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering; or
|
•
|
the average weekly trading volume in our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.
|
•
|
certain former citizens or long-term residents of the United States;
|
•
|
partnerships or other pass-through entities (and investors therein);
|
•
|
“controlled foreign corporations;”
|
•
|
“passive foreign investment companies;”
|
•
|
corporations that accumulate earnings to avoid U.S. federal income tax;
|
•
|
banks, financial institutions, investment funds, insurance companies, brokers, dealers, or traders in securities;
|
•
|
tax-exempt organizations and governmental organizations;
|
•
|
tax-qualified retirement plans;
|
•
|
persons subject to special tax accounting rules under Section 451(b) of the Code;
|
•
|
persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;
|
•
|
“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;
|
•
|
persons that own, or have owned, actually or constructively, more than 5% of our common stock;
|
•
|
persons who have elected to mark securities to market; and
|
•
|
persons holding our common stock as part of a hedging or conversion transaction or straddle, or a constructive sale, or other risk reduction strategy or integrated investment.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (or any entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
|
•
|
the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States;
|
•
|
the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or
|
•
|
our common stock constitutes a “United States real property interest” by reason of our status as a United States real property holding corporation, or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period for our common stock, and our common stock is not regularly traded on an established securities market during the calendar year in which the sale or other disposition occurs.
|
Name
|
Number of
Shares
|
Morgan Stanley & Co. LLC
|
|
J.P. Morgan Securities LLC
|
|
RBC Capital Markets, LLC
|
|
Allen & Company LLC
|
|
KeyBanc Capital Markets Inc.
|
|
Piper Jaffray & Co.
|
|
William Blair & Company, L.L.C.
|
|
BTIG, LLC
|
|
Total
|
|
|
|
|
Total
|
||
|
Per Share
|
|
No Exercise
|
|
Full Exercise
|
Public offering price
|
$
|
|
$
|
|
$
|
Underwriting discounts and commissions to be paid by us
|
$
|
|
$
|
|
$
|
Proceeds, before expenses, to us
|
$
|
|
$
|
|
$
|
•
|
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;
|
•
|
file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or
|
•
|
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock;
|
•
|
transactions by any person other than us consisting of shares of common stock or other securities acquired in this offering or in open market transactions after the completion of the offering of the shares, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made;
|
•
|
transfers of our common stock as bona fide gifts, by will, to an immediate family member or to certain trusts provided that no filing under Section 16(a) of the Exchange Act would be required or voluntarily made within 60 days after the date of this prospectus;
|
•
|
distributions of our common stock, in a transaction not involving a disposition for value, to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate, or to an entity controlled or managed by an affiliate provided that no filing under Section 16(a) of the Exchange Act would be required or voluntarily made;
|
•
|
distributions of our common stock, in a transaction not involving a disposition for value, to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate, or to an entity controlled or managed by an affiliate provided that no filing under Section 16(a) of the Exchange Act would be required or voluntarily made; to the stockholders, partners or members of such holders provided that no filing under Section 16(a) of the Exchange Act would be required or voluntarily made;
|
•
|
the exercise of options granted under an equity incentive plan described in this prospectus, or the exercise of warrants outstanding described in this prospectus provided that no filing under Section 16(a) of the Exchange Act would be required or voluntarily made within 60 days after the date of this prospectus;
|
•
|
transfers of our common stock to us for the net exercise of warrants or options granted pursuant to our equity compensation plans or to cover tax withholding obligations, provided that no filing under Section 16(a) of the Exchange Act would be required or voluntarily made within 60 days after the date of this prospectus;
|
•
|
the establishment by any person other than us of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) no public announcement or filing under the Exchange Act is required or voluntarily made regarding the establishment of such plan;
|
•
|
transfers of our common stock pursuant to a domestic order, divorce settlement or other court order
provided that no filing under Section 16(a) of the Exchange Act would be voluntarily made and if such a filing is required the filing shall disclose the circumstances of the transfer;
|
•
|
transfers of our common stock to us pursuant to any right to repurchase or any right of first refusal we may have over such shares upon termination of employment or service provided that no filing under Section 16(a) of the Exchange Act would be voluntarily made and if such a filing is required the filing shall disclose the circumstances of the transfer;
|
•
|
conversion or reclassification of our outstanding redeemable convertible preferred stock into common stock immediately prior to the completion of this offering; and
|
•
|
transfers of our common stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by our board of directors.
|
(a)
|
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or
|
(c)
|
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or FSMA, received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and
|
(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
|
(1)
|
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
(2)
|
where no consideration is or will be given for the transfer;
|
(3)
|
where the transfer is by operation of law;
|
(4)
|
as specified in Section 276(7) of the SFA; or
|
(5)
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
|
(i)
|
the offer, transfer, sale, renunciation or delivery is to:
|
(a)
|
persons whose ordinary business is to deal in securities, as principal or agent;
|
(b)
|
the South African Public Investment Corporation;
|
(c)
|
persons or entities regulated by the Reserve Bank of South Africa;
|
(d)
|
authorized financial service providers under South African law;
|
(e)
|
financial institutions recognized as such under South African law;
|
(f)
|
a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorized portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or
|
(g)
|
any combination of the person in (a) to (f); or
|
(ii)
|
the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000.
|
|
Page
|
|
|
/s/ Ernst & Young LLP
|
|
We have served as the Company’s auditor since 2015.
|
San Jose, California
|
March 20, 2019
|
|
As of January 31,
|
|
Pro Forma
Stockholders’
Equity as of
January 31,
|
||||||||
|
2018
|
|
2019
|
|
2019
|
||||||
|
|
|
|
|
(unaudited)
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
43,999
|
|
|
$
|
127,875
|
|
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,296 and $2,360 as of January 31, 2018 and 2019, respectively
|
18,888
|
|
|
32,912
|
|
|
|
||||
Deferred contract costs, current
|
3,018
|
|
|
6,002
|
|
|
|
||||
Prepaid expenses and other current assets
|
3,907
|
|
|
6,048
|
|
|
|
||||
Total current assets
|
69,812
|
|
|
172,837
|
|
|
|
||||
Property and equipment, net
|
3,271
|
|
|
5,772
|
|
|
|
||||
Deferred contract costs, non-current
|
5,140
|
|
|
11,470
|
|
|
|
||||
Other assets
|
3,145
|
|
|
7,155
|
|
|
|
||||
Total assets
|
$
|
81,368
|
|
|
$
|
197,234
|
|
|
|
||
Liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
4,193
|
|
|
$
|
5,603
|
|
|
|
||
Accrued expenses and other current liabilities
|
4,810
|
|
|
9,199
|
|
|
|
||||
Accrued compensation
|
4,874
|
|
|
10,050
|
|
|
|
||||
Deferred revenue, current
|
36,955
|
|
|
63,957
|
|
|
|
||||
Total current liabilities
|
50,832
|
|
|
88,809
|
|
|
|
||||
Deferred revenue, non-current
|
1,214
|
|
|
147
|
|
|
|
||||
Other liabilities
|
2,483
|
|
|
4,185
|
|
|
|
||||
Total liabilities
|
54,529
|
|
|
93,141
|
|
|
|
||||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||||||
Redeemable convertible preferred stock, $0.000005 par value per share: 37,433,700 and 41,810,231 shares authorized as of January 31, 2018 and 2019, respectively; 36,000,534 and 41,273,345 shares issued and outstanding as of January 31, 2018 and 2019, respectively; liquidation preference of $104, 697 and $203,861 as of January 31, 2018 and 2019, respectively; 100,000,000 shares authorized, pro forma; no shares issued and outstanding as of January 31, 2019, pro forma (unaudited)
|
83,204
|
|
|
173,023
|
|
|
$
|
—
|
|
Stockholders’ (deficit) equity
|
|
|
|
|
|
||||||
Common stock, $0.000005 par value per share: 72,000,000 and 85,000,000 shares authorized as of January 31, 2018 and 2019, respectively; 21,705,352 and 23,189,921 shares issued and outstanding as of January 31, 2018 and 2019, respectively; 1,000,000,000 shares authorized, pro forma; ______ shares issued and outstanding as of January 31, 2019, pro forma (unaudited)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additional paid-in-capital
|
31,762
|
|
|
59,938
|
|
|
232,961
|
|
|||
Accumulated deficit
|
(88,127
|
)
|
|
(128,868
|
)
|
|
(128,868
|
)
|
|||
Total stockholders’ (deficit) equity
|
(56,365
|
)
|
|
(68,930
|
)
|
|
$
|
104,093
|
|
||
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit)
|
$
|
81,368
|
|
|
$
|
197,234
|
|
|
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
|
|
|
||||
Revenue
|
$
|
79,630
|
|
|
$
|
117,823
|
|
Cost of revenue
|
12,717
|
|
|
17,255
|
|
||
Gross profit
|
66,913
|
|
|
100,568
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
33,532
|
|
|
38,858
|
|
||
Sales and marketing
|
47,354
|
|
|
64,060
|
|
||
General and administrative
|
24,343
|
|
|
39,971
|
|
||
Total operating expenses
|
105,229
|
|
|
142,889
|
|
||
Loss from operations
|
(38,316
|
)
|
|
(42,321
|
)
|
||
Interest income
|
371
|
|
|
1,249
|
|
||
Interest expense
|
(702
|
)
|
|
—
|
|
||
Other income, net
|
682
|
|
|
1,032
|
|
||
Loss before provision for income taxes
|
(37,965
|
)
|
|
(40,040
|
)
|
||
Provision for income taxes
|
184
|
|
|
701
|
|
||
Net loss and comprehensive loss
|
$
|
(38,149
|
)
|
|
$
|
(40,741
|
)
|
Net loss per share:
|
|
|
|
||||
Basic and diluted
|
$
|
(1.91
|
)
|
|
$
|
(1.90
|
)
|
Weighted-average shares used in calculating net loss per share:
|
|
|
|
||||
Basic and diluted
|
19,986
|
|
|
21,410
|
|
||
Pro forma net loss per share:
|
|
|
|
||||
Basic and diluted (unaudited)
|
|
|
|
|
|||
Weighted-average shares used in calculating pro forma net loss per share:
|
|
|
|
||||
Basic and diluted (unaudited)
|
|
|
|
|
|
Redeemable Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Deficit
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balances as of February 1, 2017
|
31,815,528
|
|
|
$
|
39,556
|
|
|
|
20,260,180
|
|
|
$
|
—
|
|
|
$
|
11,428
|
|
|
$
|
(49,978
|
)
|
|
$
|
(38,550
|
)
|
Issuance of common stock upon exercise of stock options and restricted stock agreements, net of repurchases
|
—
|
|
|
—
|
|
|
|
1,419,650
|
|
|
—
|
|
|
1,158
|
|
|
—
|
|
|
1,158
|
|
|||||
Exercise of common stock warrant
|
—
|
|
|
—
|
|
|
|
25,522
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
|||||
Issuance of Series C redeemable convertible preferred stock, net of issuance costs of $154
|
4,185,006
|
|
|
43,648
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Warrant issued in conjunction with debt
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
694
|
|
|
—
|
|
|
694
|
|
|||||
Vesting of early exercised options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
18,152
|
|
|
—
|
|
|
18,152
|
|
|||||
Net loss and comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,149
|
)
|
|
(38,149
|
)
|
|||||
Balances as of January 31, 2018
|
36,000,534
|
|
|
$
|
83,204
|
|
|
|
21,705,352
|
|
|
$
|
—
|
|
|
$
|
31,762
|
|
|
$
|
(88,127
|
)
|
|
$
|
(56,365
|
)
|
Issuance of common stock upon exercise of stock options and restricted stock agreements, net of repurchases
|
—
|
|
|
—
|
|
|
|
1,382,664
|
|
|
—
|
|
|
1,525
|
|
|
—
|
|
|
1,525
|
|
|||||
Exercise of common stock warrant
|
—
|
|
|
—
|
|
|
|
101,905
|
|
|
—
|
|
|
473
|
|
|
—
|
|
|
473
|
|
|||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs of $181
|
5,272,811
|
|
|
89,819
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Vesting of early exercised options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
883
|
|
|
—
|
|
|
883
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
19,078
|
|
|
—
|
|
|
19,078
|
|
|||||
Warrant issued in conjunction with charitable contribution
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
6,217
|
|
|
|
|
6,217
|
|
||||||
Net loss and comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,741
|
)
|
|
(40,741
|
)
|
|||||
Balances as of January 31, 2019
|
41,273,345
|
|
|
$
|
173,023
|
|
|
|
23,189,921
|
|
|
$
|
—
|
|
|
$
|
59,938
|
|
|
$
|
(128,868
|
)
|
|
$
|
(68,930
|
)
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
|
|
|
|
||||
Cash used in operating activities
|
|
|
|
||||
Net loss
|
$
|
(38,149
|
)
|
|
$
|
(40,741
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,346
|
|
|
1,692
|
|
||
Amortization of deferred contract costs
|
2,543
|
|
|
4,495
|
|
||
Stock-based compensation
|
18,152
|
|
|
19,078
|
|
||
Charitable contribution - issuance of common stock warrant
|
—
|
|
|
6,217
|
|
||
Amortization of debt issuance costs
|
142
|
|
|
—
|
|
||
Bad debt expense
|
1,227
|
|
|
1,440
|
|
||
Loss on extinguishment of debt
|
728
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(10,145
|
)
|
|
(15,464
|
)
|
||
Deferred contract costs
|
(5,725
|
)
|
|
(13,809
|
)
|
||
Prepaid expenses and other assets
|
(1,913
|
)
|
|
(2,914
|
)
|
||
Accounts payable
|
2,501
|
|
|
1,356
|
|
||
Accrued expenses and other liabilities
|
(682
|
)
|
|
1,931
|
|
||
Accrued compensation
|
2,943
|
|
|
5,176
|
|
||
Deferred revenue
|
15,196
|
|
|
25,935
|
|
||
Net cash used in operating activities
|
(11,836
|
)
|
|
(5,608
|
)
|
||
Cash used in investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(822
|
)
|
|
(3,730
|
)
|
||
Capitalized internal-use software costs
|
—
|
|
|
(389
|
)
|
||
Net cash used in investing activities
|
(822
|
)
|
|
(4,119
|
)
|
||
Cash from financing activities
|
|
|
|
||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs
|
43,648
|
|
|
89,819
|
|
||
Proceeds from borrowing of debt, net of issuance costs
|
9,824
|
|
|
—
|
|
||
Repayments of debt
|
(10,000
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock upon exercise of stock options
|
1,158
|
|
|
1,525
|
|
||
Proceeds from early exercised stock options, net of repurchases
|
680
|
|
|
2,227
|
|
||
Proceeds from issuance of common stock upon exercise of warrants
|
119
|
|
|
473
|
|
||
Payments of deferred offering costs
|
—
|
|
|
(445
|
)
|
||
Net cash provided by financing activities
|
45,429
|
|
|
93,599
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
32,771
|
|
|
83,872
|
|
||
Cash, cash equivalents and restricted cash at beginning of year
|
13,680
|
|
|
46,451
|
|
||
Cash, cash equivalents and restricted cash at end of year
|
$
|
46,451
|
|
|
$
|
130,323
|
|
|
|
|
|
||||
|
|
|
|
Supplemental cash flow data:
|
|
|
|
||||
Cash paid for interest
|
$
|
519
|
|
|
$
|
—
|
|
Cash paid for taxes
|
$
|
15
|
|
|
$
|
45
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Vesting of early exercised options
|
$
|
211
|
|
|
$
|
883
|
|
Issuance of warrants in connection with debt
|
$
|
694
|
|
|
$
|
—
|
|
Purchase of property and equipment, accrued but not yet paid
|
$
|
28
|
|
|
$
|
82
|
|
Deferred offering costs, accrued but not yet paid
|
$
|
—
|
|
|
$
|
2,816
|
|
Reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
43,999
|
|
|
$
|
127,875
|
|
Restricted cash - included in other assets
|
2,452
|
|
|
2,448
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
46,451
|
|
|
$
|
130,323
|
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, the Company satisfies a performance obligation
|
|
Amount
|
||
Balance as of February 1, 2017
|
$
|
559
|
|
Charged to bad debt expense
|
1,227
|
|
|
Write-offs, net of recoveries
|
(490
|
)
|
|
Balance as of January 31, 2018
|
$
|
1,296
|
|
Charged to bad debt expense
|
1,440
|
|
|
Write-offs, net of recoveries
|
(376
|
)
|
|
Balance as of January 31, 2019
|
$
|
2,360
|
|
|
Amount
|
||
Balance as of February 1, 2017
|
$
|
4,976
|
|
Additions to deferred contract costs
|
5,725
|
|
|
Amortization of deferred contract costs
|
(2,543
|
)
|
|
Balance as of January 31, 2018
|
$
|
8,158
|
|
Additions to deferred contract costs
|
13,809
|
|
|
Amortization of deferred contract costs
|
(4,495
|
)
|
|
Balance as of January 31, 2019
|
$
|
17,472
|
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Leasehold improvements
|
$
|
4,082
|
|
|
$
|
6,512
|
|
Computers and equipment
|
1,988
|
|
|
2,998
|
|
||
Furniture and fixtures
|
926
|
|
|
1,239
|
|
||
Capitalized internal-use software
|
—
|
|
|
389
|
|
||
Gross property and equipment
|
6,996
|
|
|
11,138
|
|
||
Accumulated depreciation and amortization
|
(3,725
|
)
|
|
(5,366
|
)
|
||
Property and equipment, net
|
$
|
3,271
|
|
|
$
|
5,772
|
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Restricted cash
|
$
|
2,452
|
|
|
$
|
2,448
|
|
Deferred offering costs
|
—
|
|
|
3,261
|
|
||
Capitalized implementation costs
|
—
|
|
|
286
|
|
||
Other
|
693
|
|
|
1,160
|
|
||
Other assets
|
$
|
3,145
|
|
|
$
|
7,155
|
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Accrued professional fees
|
$
|
869
|
|
|
$
|
4,050
|
|
Accrued events
|
855
|
|
|
400
|
|
||
Deferred rent
|
768
|
|
|
268
|
|
||
Accrued hosting and infrastructure
|
512
|
|
|
655
|
|
||
Early exercise liability
|
481
|
|
|
1,827
|
|
||
Accrued taxes
|
358
|
|
|
255
|
|
||
Accrued liabilities, other
|
967
|
|
|
1,744
|
|
||
Accrued expenses and other current liabilities
|
$
|
4,810
|
|
|
$
|
9,199
|
|
|
Shares
Authorized
|
|
Shares
Outstanding
|
|
Liquidation
Preference
|
|
Carrying
Value
|
||||||
|
|
|
|
|
(in thousands)
|
||||||||
Series FF
|
2,210,052
|
|
|
776,886
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Series Seed
|
8,058,576
|
|
|
8,058,576
|
|
|
2,015
|
|
|
1,853
|
|
||
Series A
|
12,527,852
|
|
|
12,527,852
|
|
|
10,680
|
|
|
10,594
|
|
||
Series B
|
9,019,048
|
|
|
9,019,048
|
|
|
33,200
|
|
|
27,109
|
|
||
Series C
|
5,618,172
|
|
|
5,618,172
|
|
|
58,802
|
|
|
43,648
|
|
||
Total
|
37,433,700
|
|
|
36,000,534
|
|
|
$
|
104,697
|
|
|
$
|
83,204
|
|
|
Shares
Authorized
|
|
Shares
Outstanding
|
|
Liquidation
Preference
|
|
Carrying
Value
|
||||||
|
|
|
|
|
(in thousands)
|
||||||||
Series FF
|
776,886
|
|
|
240,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Series Seed
|
8,058,576
|
|
|
8,058,576
|
|
|
2,015
|
|
|
1,853
|
|
||
Series A
|
12,527,852
|
|
|
12,527,852
|
|
|
10,680
|
|
|
10,594
|
|
||
Series B
|
9,019,048
|
|
|
9,019,048
|
|
|
33,200
|
|
|
27,109
|
|
||
Series C
|
5,618,172
|
|
|
5,618,172
|
|
|
58,802
|
|
|
43,648
|
|
||
Series D
|
5,809,697
|
|
|
5,809,697
|
|
|
99,164
|
|
|
89,819
|
|
||
Total
|
41,810,231
|
|
|
41,273,345
|
|
|
$
|
203,861
|
|
|
$
|
173,023
|
|
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Shares nonvested as of January 31, 2018
|
242,132
|
|
|
$
|
1.99
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
(127,066
|
)
|
|
$
|
1.89
|
|
Forfeited
|
(25,084
|
)
|
|
$
|
1.71
|
|
Shares nonvested as of January 31, 2019
|
89,982
|
|
|
$
|
2.09
|
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
Cost of revenue
|
$
|
385
|
|
|
$
|
281
|
|
Research and development
|
9,796
|
|
|
8,171
|
|
||
Sales and marketing
|
3,831
|
|
|
3,981
|
|
||
General and administrative
|
4,140
|
|
|
6,645
|
|
||
Total*
|
$
|
18,152
|
|
|
$
|
19,078
|
|
*
|
For the year ended January 31, 2018, total stock-based compensation includes $6.6 million related to the Series FF redeemable convertible preferred stock conversion described in Note 4, and $0.6 million and $3.5 million related to Common Stock Transfers and Tender Offer, respectively, as discussed below.
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
Domestic
|
$
|
(37,396
|
)
|
|
$
|
(39,863
|
)
|
Foreign
|
(569
|
)
|
|
(177
|
)
|
||
Loss before provision for income taxes
|
$
|
(37,965
|
)
|
|
$
|
(40,040
|
)
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
Current
|
|
|
|
||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
State
|
15
|
|
|
26
|
|
||
Foreign
|
123
|
|
|
135
|
|
||
Total current tax expense
|
$
|
138
|
|
|
$
|
161
|
|
Deferred
|
|
|
|
||||
Federal
|
$
|
9
|
|
|
$
|
(3
|
)
|
State
|
1
|
|
|
—
|
|
||
Foreign
|
36
|
|
|
543
|
|
||
Total deferred tax expense
|
$
|
46
|
|
|
$
|
540
|
|
Provision for income taxes
|
$
|
184
|
|
|
$
|
701
|
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
Income taxes computed at U.S. federal statutory rate
|
$
|
(12,489
|
)
|
|
$
|
(8,408
|
)
|
State taxes, net of federal benefit
|
(1,400
|
)
|
|
(1,326
|
)
|
||
Permanent differences
|
34
|
|
|
220
|
|
||
Stock-based compensation
|
4,569
|
|
|
1,077
|
|
||
Foreign rate differential
|
10
|
|
|
34
|
|
||
Uncertain tax positions
|
336
|
|
|
680
|
|
||
Tax Act
|
8,184
|
|
|
—
|
|
||
Change in valuation allowance
|
929
|
|
|
8,085
|
|
||
Other
|
11
|
|
|
339
|
|
||
Provision for income taxes
|
$
|
184
|
|
|
$
|
701
|
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
14,962
|
|
|
$
|
21,886
|
|
Allowances and accruals
|
1,634
|
|
|
2,322
|
|
||
Stock-based compensation
|
1,149
|
|
|
2,171
|
|
||
Charitable contributions
|
8
|
|
|
1,626
|
|
||
Deferred rent
|
820
|
|
|
665
|
|
||
Gross deferred tax assets
|
$
|
18,573
|
|
|
$
|
28,670
|
|
Less: valuation allowance
|
(16,356
|
)
|
|
(24,695
|
)
|
||
Net deferred tax assets
|
$
|
2,217
|
|
|
$
|
3,975
|
|
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
$
|
(192
|
)
|
|
$
|
(54
|
)
|
Deferred commissions
|
(2,030
|
)
|
|
(4,474
|
)
|
||
Other
|
(8
|
)
|
|
—
|
|
||
Gross deferred tax liabilities
|
$
|
(2,230
|
)
|
|
$
|
(4,528
|
)
|
Net deferred tax assets (liabilities)
|
$
|
(13
|
)
|
|
$
|
(553
|
)
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
Balance at beginning of period
|
$
|
2,400
|
|
|
$
|
4,385
|
|
Additions related to prior years
|
—
|
|
|
—
|
|
||
Reductions related to prior years
|
—
|
|
|
(19
|
)
|
||
Additions related to current year
|
1,985
|
|
|
2,278
|
|
||
Balance at end of period
|
$
|
4,385
|
|
|
$
|
6,644
|
|
|
Year Ended
January 31,
2018
|
||
Fair value of common stock
|
$
|
5.50
|
|
Exercise price
|
$
|
4.65
|
|
Risk-free interest rate
|
2.52
|
%
|
|
Contractual term (years)
|
10.0
|
|
|
Expected dividends
|
—
|
%
|
|
Expected volatility
|
41.9
|
%
|
|
Minimum Lease
Payments
|
||
2020
|
$
|
4,667
|
|
2021
|
4,521
|
|
|
2022
|
4,657
|
|
|
2023
|
4,801
|
|
|
2024
|
4,932
|
|
|
Thereafter
|
7,586
|
|
|
Total
|
$
|
31,164
|
|
|
Year Ended January 31,
|
||||||
|
2018
|
|
2019
|
||||
Numerator:
|
|
|
|
||||
Net loss
|
$
|
(38,149
|
)
|
|
$
|
(40,741
|
)
|
Denominator:
|
|
|
|
|
|||
Weighted-average shares used in calculating net loss per share, basic and diluted
|
19,986
|
|
|
21,410
|
|
||
Net loss per share, basic and diluted
|
$
|
(1.91
|
)
|
|
$
|
(1.90
|
)
|
|
Year Ended January 31,
|
||||
|
2018
|
|
2019
|
||
Redeemable convertible preferred stock
|
36,001
|
|
|
41,273
|
|
Shares subject to outstanding common stock options
|
11,316
|
|
|
14,006
|
|
Unvested early exercised stock options
|
246
|
|
|
339
|
|
Warrants to purchase common stock
|
204
|
|
|
750
|
|
Early exercised stock options in exchange for note receivable
|
250
|
|
|
250
|
|
Restricted stock awards purchased with promissory notes
|
664
|
|
|
510
|
|
Total
|
48,681
|
|
|
57,128
|
|
|
Year Ended
January 31,
|
||
|
2019
|
||
|
(unaudited)
|
||
Net loss and pro forma net loss
|
$
|
(40,741
|
)
|
Shares:
|
|
||
Weighted-average shares used in computing basic net loss per share
|
21,410
|
|
|
Pro forma adjustment to reflect conversion of redeemable convertible preferred stock
|
38,326
|
|
|
Pro forma adjustment to reflect automatic net exercise of common stock warrants issued to charitable foundation
|
|
||
Weighted-average shares used in computing basic and diluted pro forma net loss per share
|
|
||
Pro forma basic and diluted net loss per share
|
|
|
Amount
|
|
SEC registration fee
|
$
|
12,120
|
FINRA filing fee
|
|
15,500
|
Exchange listing fee
|
|
*
|
Accountants’ fees and expenses
|
|
*
|
Legal fees and expenses
|
|
*
|
Transfer Agent’s fees and expenses
|
|
*
|
Printing and engraving expenses
|
|
*
|
Miscellaneous
|
|
*
|
Total expenses
|
$
|
*
|
*
|
To be provided by amendment.
|
(1)
|
In March 2017, we issued warrants to purchase an aggregate of 229,332 shares of our common stock, with an exercise price of $4.645 per share, to three holders in connection with an amendment to a loan and security agreement with a financial institution.
|
(2)
|
In April 2017, we sold an aggregate of 4,185,006 shares of our Series C redeemable convertible preferred stock to a total of six accredited investors at a purchase price of $10.46635 per share for an aggregate purchase price of $43,801,738.
|
(3)
|
In June 2018, we issued to a charitable foundation a warrant to purchase 648,092 shares of our common stock at an exercise price of $0.01 per share.
|
(4)
|
In August 2018, we sold an aggregate of 5,272,811 shares of our Series D redeemable convertible preferred stock to a total of 32 accredited investors at a purchase price of $17.0687 per share for an aggregate purchase price of $90,000,029.
|
(5)
|
From March 9, 2016 through March 13, 2019, we granted to certain employees, consultants and directors options to purchase an aggregate of 17,406,707 shares of our common stock under the 2010 Plan at exercise prices ranging from $2.00 to $14.52 per share.
|
(6)
|
From March 9, 2016 through March 13, 2019, we issued and sold an aggregate of 4,447,828
shares of our common stock upon the issuance of restricted stock awards and exercise of options under the 2010 Plan, at exercise prices ranging from $0.06 to $7.43 per share, for an aggregate exercise price of $7,273,491.98.
|
(7)
|
From March 9, 2016 through March 13, 2019, we issued 127,427 shares of common stock in connection with the exercise of warrants for an aggregate exercise price of
$591,898
.
|
Exhibit
Number
|
|
Description of Exhibit
|
1.1*
|
|
Form of Underwriting Agreement.
|
3.1#
|
|
|
3.2#
|
|
|
3.3#
|
|
|
3.4#
|
|
|
4.1*
|
|
Form of common stock certificate of the Registrant.
|
4.2#
|
|
|
4.3#
|
|
|
4.4#
|
|
|
4.5#
|
|
|
4.6#
|
|
|
5.1*
|
|
Opinion of Cooley LLP.
|
10.1#
|
|
|
10.2+
|
|
|
10.3+
|
|
|
10.4+#
|
|
|
10.5+*
|
|
Amended and Restated Offer Letter by and between the Registrant and Jennifer G. Tejada.
|
10.6+*
|
|
Confirmatory Employment Agreement by and between the Registrant and Howard Wilson.
|
10.7+*
|
|
Confirmatory Employment Agreement by and between the Registrant and Stacey A. Giamalis.
|
10.8#
|
|
|
10.9
+
|
|
|
10.10
+
|
|
|
10.11
+
|
|
|
21.1#
|
|
|
23.1
|
|
|
23.2*
|
|
Consent of Cooley LLP (included in Exhibit 5.1).
|
24.1#
|
|
*
|
To be filed by amendment.
|
#
|
Previously filed.
|
+
|
Indicates a management contract or compensatory plan.
|
(1)
|
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
(2)
|
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
PAGERDUTY, INC.
|
|
|
|
By:
|
/s/ Jennifer G. Tejada
|
|
Jennifer G. Tejada
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jennifer G. Tejada
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 20, 2019
|
Jennifer G. Tejada
|
|
|
||
|
|
|
|
|
/s/ Owen Howard Wilson
|
|
Chief Financial Officer
(Principal Financial and
Accounting Officer)
|
|
March 20, 2019
|
Owen Howard Wilson
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
March 20, 2019
|
Elena Gomez
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
March 20, 2019
|
Ethan Kurzweil
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
March 20, 2019
|
Rathi Murthy
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
March 20, 2019
|
Zachary Nelson
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
March 20, 2019
|
John O’Farrell
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
March 20, 2019
|
Alex Solomon
|
|
|
||
|
|
|
|
|
|
|
|
|
|
*By:
/s/ Stacey A. Giamalis
|
|
|
|
|
Stacey A. Giamalis
|
|
|
||
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
|
|
Optionholder:
|
«Optionee»
|
|
|
Date of Grant:
|
«GrantDate»
|
|
|
Vesting Commencement Date:
|
«VestingCommenceDate»
|
|
|
Number of Shares Subject to Option:
|
«NoofShares»
|
|
|
Exercise Price (Per Share) (US$):
|
«ExercisePrice»
|
|
|
Total Exercise Price (US$):
|
«TotalExercisePrice»
|
|
|
Expiration Date:
|
«ExpirDate»
|
|
Vesting Schedule
:
|
[VESTING SCHEDULE]
|
¨
|
If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement
|
Type of option (check one):
|
Incentive
o
|
Nonstatutory
o
|
|
|
|
Stock option dated:
|
_______________
|
_______________
|
|
|
|
Number of Shares as
to which option is exercised: |
_______________
|
_______________
|
|
|
|
Certificates to be
issued in name of: |
_______________
|
_______________
|
|
|
|
Total exercise price:
|
$______________
|
$______________
|
|
|
|
Cash payment delivered
herewith: |
$______________
|
$______________
|
|
|
|
Regulation T Program (cashless exercise
1
):
|
$______________
|
$______________
|
|
|
|
Value of ________ Shares delivered herewith
2
:
|
$______________
|
$______________]
|
|
Very truly your
|
|
Signature
|
|
|
Print Name
|
|
Address of Record:
|
|
|
|
Participant:
|
|
Date of Grant:
|
|
Vesting Commencement Date:
|
|
Number of Restricted Stock Units:
|
|
Vesting Schedule:
|
[__________________],
subject to Participant’s Continuous Service through each such vesting date.
|
Issuance Schedule:
|
Subject to any Capitalization Adjustment, one share of Common Stock will be issued for each Restricted Stock Unit that vests at the time set forth in Section 6 of the Restricted Stock Unit Award Agreement.
|
PAGERDUTY, INC.
|
|
PARTICIPANT
|
||
|
|
|
|
|
By:
|
|
|
|
|
|
Signature
|
|
|
Signature
|
Title:
|
|
|
Date:
|
|
Date:
|
|
|
|
|
ATTACHMENTS
:
|
Restricted Stock Unit Award Agreement (including the Appendix) and 2019 Equity Incentive Plan
|
Participant:
|
|
Date of Grant:
|
|
Vesting Commencement Date:
|
|
Number of Restricted Stock Units:
|
|
Vesting Schedule:
|
[__________________],
subject to Participant’s Continuous Service through each such vesting date.
|
Issuance Schedule:
|
Subject to any Capitalization Adjustment, one share of Common Stock will be issued for each Restricted Stock Unit that vests at the time set forth in Section 6 of the Restricted Stock Unit Award Agreement.
|
PAGERDUTY, INC.
|
|
PARTICIPANT
|
||
|
|
|
|
|
By:
|
|
|
|
|
|
Signature
|
|
Signature
|
|
|
|
|
|
|
Title:
|
|
|
Date:
|
|
|
|
|
|
|
Date:
|
|
|
|
|
ATTACHMENTS
:
|
Restricted Stock Unit Award Agreement (including the Appendix) and 2019 Equity Incentive Plan
|
1.
|
GENERAL; PURPOSE.
|
2.
|
ADMINISTRATION.
|
3.
|
SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
|
4.
|
GRANT OF PURCHASE RIGHTS; OFFERING.
|
5.
|
ELIGIBILITY.
|
6.
|
PURCHASE RIGHTS; PURCHASE PRICE.
|
7.
|
PARTICIPATION; WITHDRAWAL; TERMINATION.
|
8.
|
EXERCISE OF PURCHASE RIGHTS.
|
9.
|
COVENANTS OF THE COMPANY.
|
10.
|
DESIGNATION OF BENEFICIARY.
|
11.
|
ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.
|
12.
|
AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN.
|
13.
|
EFFECTIVE DATE OF PLAN.
|
14.
|
MISCELLANEOUS PROVISIONS.
|
15.
|
DEFINITIONS.
|