Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAME OF REPORTING PERSONS.

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

  CapitalG LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  8,273,626⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  8,273,626⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  8,273,626⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  16.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  PN

Reflects beneficial ownership as of December 31, 2019.

Consists of 140,000 shares of Class A common stock, par value $0.0005 per share (Class A Common Stock) and 8,133,626 shares of Class B common stock, par value $0.0005 per share (Class B Common Stock) held of record by CapitalG LP. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, including at the affirmative written election of the holder thereof. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights. Each share of Class A Common Stock is entitled to one vote per share, whereas each share of Class B Common Stock is entitled to ten votes per share.

Based on the quotient obtained by dividing: (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission (SEC) on December 6, 2019 and (ii) 8,133,626 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

  NAME OF REPORTING PERSONS.

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

  CapitalG GP LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  8,273,626⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  8,273,626⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  8,273,626⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  16.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

Reflects beneficial ownership as of December 31, 2019.

Consists of 140,000 shares of Class A Common Stock and 8,133,626 shares of Class B Common Stock held of record by CapitalG LP. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, including at the affirmative written election of the holder thereof. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights. Each share of Class A Common Stock is entitled to one vote per share, whereas each share of Class B Common Stock is entitled to ten votes per share.

Based on the quotient obtained by dividing: (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the SEC on December 6, 2019 and (ii) 8,133,626 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

  NAME OF REPORTING PERSONS.

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

  CapitalG 2015 LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  10,148,007⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  10,148,007⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  10,148,007⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  PN

Reflects beneficial ownership as of December 31, 2019.

Consists of 10,148,007 shares of Class B Common Stock held of record by CapitalG 2015 LP. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, including at the affirmative written election of the holder thereof. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights. Each share of Class A Common Stock is entitled to one vote per share, whereas each share of Class B Common Stock is entitled to ten votes per share.

Based on the quotient obtained by dividing: (a) 10,148,007 shares of Class B Common Stock beneficially owned by the Reporting Person, which represents the aggregate number of shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the SEC on December 6, 2019 and (ii) 10,148,007 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

  NAME OF REPORTING PERSONS.

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

  CapitalG 2015 GP LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  10,148,007⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  10,148,007⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  10,148,007⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

Reflects beneficial ownership as of December 31, 2019.

Consists of 10,148,007 shares of Class B Common Stock held of record by CapitalG 2015 LP. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, including at the affirmative written election of the holder thereof. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights. Each share of Class A Common Stock is entitled to one vote per share, whereas each share of Class B Common Stock is entitled to ten votes per share.

Based on the quotient obtained by dividing: (a) 10,148,007 shares of Class B Common Stock beneficially owned by the Reporting Person, which represents the aggregate number of shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the SEC on December 6, 2019 and (ii) 10,148,007 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

  NAME OF REPORTING PERSONS.

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

  Alphabet Holdings LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  18,421,633⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  18,421,633⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  18,421,633⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  31.1%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

Reflects beneficial ownership as of December 31, 2019.

Consists of 140,000 shares of Class A Common Stock and 8,133,626 shares of Class B Common Stock held of record by CapitalG LP, and 10,148,007 shares of Class B Common Stock held of record by CapitalG 2015 LP. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, including at the affirmative written election of the holder thereof. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights. Each share of Class A Common Stock is entitled to one vote per share, whereas each share of Class B Common Stock is entitled to ten votes per share.

Based on the quotient obtained by dividing: (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the SEC on December 6, 2019 and (ii) 18,281,633 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of shares of Class A Common Stock. The aggregate numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

  NAME OF REPORTING PERSONS.

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

  XXVI Holdings Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  18,421,633⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  18,421,633⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  18,421,633⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  31.1%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  CO

Reflects beneficial ownership as of December 31, 2019.

Consists of 140,000 shares of Class A Common Stock and 8,133,626 shares of Class B Common Stock held of record by CapitalG LP, and 10,148,007 shares of Class B Common Stock held of record by CapitalG 2015 LP. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, including at the affirmative written election of the holder thereof. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights. Each share of Class A Common Stock is entitled to one vote per share, whereas each share of Class B Common Stock is entitled to ten votes per share.

Based on the quotient obtained by dividing: (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the SEC on December 6, 2019 and (ii) 18,281,633 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

  NAME OF REPORTING PERSONS.

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

  Alphabet Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  18,421,633⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  18,421,633⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  18,421,633⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  31.1%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  CO

Reflects beneficial ownership as of December 31, 2019.

Consists of 140,000 shares of Class A Common Stock and 8,133,626 shares of Class B Common Stock held of record by CapitalG LP, and 10,148,007 shares of Class B Common Stock held of record by CapitalG 2015 LP. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, including at the affirmative written election of the holder thereof. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights. Each share of Class A Common Stock is entitled to one vote per share, whereas each share of Class B Common Stock is entitled to ten votes per share.

Based on the quotient obtained by dividing: (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the SEC on December 6, 2019 and (ii) 18,281,633 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

CapitalG LP, a Delaware limited partnership;

CapitalG GP LLC, a Delaware limited liability company;

CapitalG 2015 LP, a Delaware limited partnership;

CapitalG 2015 GP LLC, a Delaware limited liability company;

Alphabet Holdings LLC, a Delaware limited liability company;

XXVI Holdings Inc., a Delaware corporation; and

Alphabet Inc., a Delaware corporation.

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

/s/ Jeremiah Gordon

/s/ Jeremiah Gordon

/s/ Jeremiah Gordon

/s/ Jeremiah Gordon

/s/ Kathryn W. Hall

/s/ Kathryn W. Hall

/s/ Kathryn W. Hall