As filed with the Securities and Exchange Commission on March 8, 2021
 
Registration No. 333-        
            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 

LEMONADE, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE
(State or other jurisdiction of
incorporation or organization)
 
32-0469673
(IRS Employer Identification No.)
 
5 Crosby Street, 3rd Floor
New York, New York 10013
(Address of Principal Executive Offices)        (ZIP Code)
 
LEMONADE, INC. 2020 INCENTIVE AWARD PLAN
LEMONADE, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
 
TIM BIXBY
CHIEF FINANCIAL OFFICER
LEMONADE, INC.
5 CROSBY STREET, 3rd FLOOR
NEW YORK, NEW YORK 10013
(Name and address of agent for service)

(844) 733-8666
(Telephone number, including area code, of agent for service)
 
Copy to:
 
MARC D. JAFFE
RACHEL W. SHERIDAN
LATHAM & WATKINS LLP
885 Third Avenue
New York, NY 10022-4834
(212) 906-1200
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☐
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐



CALCULATION OF REGISTRATION FEE

Title of
securities
to be registered 		 
Amount to be
registered (1)
Proposed maximum
offering price
per share 		Proposed
maximum
aggregate
offering price 		Amount of
registration
fee
Common Stock, par value $0.00001 per share
2020 Incentive Award Plan
2,838,412 (2)   $88.26 (4)   $250,518,243.12 $27,331.54
2020 Employee Stock Purchase Plan
567,682 (3)   $88.26 (4)   $50,103,613.32 $5,466.30
Total
3,406,094     $300,621,856.44 $32,797.84

(1)    Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock, par value $0.00001 per share (“Common Stock”), of Lemonade, Inc. (the “Company”) that become issuable under the Company’s 2020 Incentive Award Plan (the “2020 Plan”) and the Company’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2)    Represents 2,838,412 shares of Common Stock reserved for issuance under the 2020 Plan that became available for issuance on January 1, 2021 under the 2020 Plan, pursuant to the terms of the 2020 Plan.

(3)     Represents 567,682 shares of Common Stock reserved for issuance under the 2020 ESPP that became available for issuance on January 1, 2021 under the 2020 ESPP, pursuant to the terms of the 2020 ESPP.

(4)   Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s common stock as reported on The New York Stock Exchange on March 5, 2021.

EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 3,406,094 shares of the Company’s Common Stock issuable under the following employee benefit plans for which registration statement of the Company on Form S-8 (File No. 333-239656) is effective: (i) the 2020 Plan, which, as a result of the operation of an automatic annual increase provision therein, added 2,838,412 shares of Common Stock, and (ii) the 2020 ESPP, which, as a result of the operation of an automatic annual increase provision therein, added 567,682 shares of Common Stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statement on Form S-8 (File No. 333-239656), filed with the Commission on July 2, 2020, relating to the 2020 Plan and the 2020 ESPP, are incorporated herein by reference, except as set forth below.



Item 8. Exhibits.

The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement. See Exhibit Index below.

  Exhibit Index
4.1  
4.2  
5.1*
23.1*  
23.2*   Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*   Power of Attorney (included on the signature page hereto)
99.1  
99.2
__________________
* Filed herewith.



SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 8, 2021.

  LEMONADE, INC.
     
     
  By /s/ Daniel Schreiber
    Daniel Schreiber
    Chief Executive Officer



POWER OF ATTORNEY

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints each of Registrant’s Chief Executive Officer and Chief Financial Officer (currently Daniel Schreiber and Tim Bixby, respectively) as such person’s true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or such person’s substitute or substitutes, lawfully may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature   Title Date
       
/s/ Daniel Schreiber   Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors March 8, 2021
Daniel Schreiber      
       
/s/ Tim Bixby   Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 8, 2021
Tim Bixby
       
/s/ Shai Wininger   President, Chief Operating Officer and Director March 8, 2021
Shai Wininger      
       
/s/ Joel Cutler   Director March 8, 2021
Joel Cutler      
       
/s/ Michael Eisenberg   Director March 8, 2021
 Michael Eisenberg      
     
/s/ G. Thompson Hutton   Director March 8, 2021
G. Thompson Hutton      
       
/s/ Mwashuma Nyatta   Director March 8, 2021
Mwashuma Nyatta      
       
/s/ Haim Sadger   Director March 8, 2021
Haim Sadger      
/s/ Caryn Seidman-Becker Director March 8, 2021
Caryn Seidman-Becker


US-DOCS\121682120.2 53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Milan March 8, 2021 Lemonade, Inc. 5 Crosby Street, 3rd Floor New York, New York 10013 Re: Registration Statement on Form S-8; 3,406,094 shares of common stock, par value $0.00001 per share Ladies and Gentlemen: We have acted as special counsel to Lemonade, Inc., a public benefit corporation organized under Delaware law (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 3,406,094 shares of common stock, $0.00001 par value per share (the “Shares”), which may be issued pursuant to the Lemonade, Inc. 2020 Incentive Award Plan (the “2020 Plan”) and the Lemonade, Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP” and, together with the 2020 Plan, the “Plans”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares. As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws. Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual grants or awards under the Plans are duly authorized by all necessary corporate action and duly granted or awarded and exercised in

 
March 8, 2021 Page 2 US-DOCS\121682120.2 accordance of the law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Latham & Watkins LLP

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2020 Incentive Award Plan and 2020 Employee Stock Purchase Plan of Lemonade, Inc. of our report dated March 8, 2021, with respect to the consolidated financial statements of Lemonade, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York

March 8, 2021