Page 6 of 8 – SEC Filing
AMENDMENT NO. 8 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the Commission) by the Reporting
Persons with respect to the Common Stock of the Issuer on July 6, 2015, as amended on January 15, 2016, February 4, 2016, February 8, 2016, February 10, 2016, March 7, 2016, May 18, 2016 and November 15, 2016
(the Schedule 13D). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this amendment (Amendment No.8) does not modify any of the information previously reported on the
Statement.
Item 3. Source and Amount of Funds or Other Considerations.
The information contained in Item 3 of the Schedule 13D is hereby amended to add the following:
On March 22, 2017, Dragoneer Global Fund II sold 240,000 shares of the Issuers Class A Common Stock for $23.50 per share. On March 24,
2017, Marc Stad converted 31,602 shares of the Issuers Class B Common Stock into an equal number of shares of Class A Common Stock, Dragoneer Apartment Fund converted 178,262 shares of the Issuers Class B Common Stock into
an equal number of shares of Class A Common Stock and certain other funds and managed accounts associated with the Dragoneer Entities and Marc Stad converted 128,397 shares of the Issuers Class B Common stock into an equal number of
shares of Class A Common Stock.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 5 of the Schedule 13D is hereby amended and restated as follows:
Pursuant to Rule 13d-3(d)(1), all Class B Common Stock (which are convertible into Class A Common Stock) held
by the Reporting Persons were deemed to be converted for the purposes of (i) determining the aggregate amount of Class A Common Stock beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A
Common Stock owned by such person. Consequently, all Class A Common Stock amounts and percentages have been determined by including the Class B Common Stock held by such Reporting Persons. The percentages of ownership set forth below are
based on 11,720,831 shares of Class A Common Stock outstanding as of February 16, 2017.
(a) and (b)
The beneficial ownership of Common Stock by each person named in Item 2 above is as follows:
Mr. Stad has sole investment and voting power with respect to 31,602 shares of Class A Common Stock and 112,045 shares of Class B Common Stock and
may be deemed to share investment or voting power with respect to 2,124,003 shares of Class A Common Stock and 1,087,246 shares of Class B Common Stock held by the Dragoneer Entities and certain other managed accounts. In aggregate,
Mr. Stad may be deemed to beneficially own 2,155,605 shares of Class A Common Stock and 1,199,291 shares of Class B Common Stock.
Dragoneer Adviser is a registered investment adviser and acts as investment manager to Dragoneer Apartment Fund, Dragoneer Global Fund II and certain other
managed accounts and as a result may be deemed to share voting and dispositive power with respect to the 1,817,344 shares of Class A Common Stock held by Dragoneer Global Fund II and the 306,659 shares of Class A Common Stock and the 1,087,246
shares of Class B Common Stock held by Dragoneer Apartment Fund and certain other managed accounts. In aggregate, Dragoneer Adviser may be deemed to beneficially own 2,124,003 shares of Class A Common Stock and 1,087,246 shares of
Class B Common Stock.
Dragoneer Apartment Fund holds 178,262 shares of Class A Common Stock and 632,021 shares of Class B Common Stock
(the Dragoneer Apartment shares) and may be deemed to share voting and dispositive power with respect to such shares. As the manager of Dragoneer Apartment Fund, Dragoneer Global GP may also be deemed to share voting and dispositive
power with respect to the Dragoneer Apartment shares.
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