Filing Details

*

The remainder of this cover page shall be filled out for a reporting person's 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.

CUSIP No. 69608A 108

(1)

Names of reporting persons

Alexander C. Karp

(2)

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

(3)

SEC use only

(4)

Citizenship or place of organization

United States of America

Number of

(5)

Sole voting power

63,955,043 shares (1)

shares

beneficially

owned by

(6)

Shared voting power

0 shares (2)

each

reporting

person

(7)

Sole dispositive power

64,290,043 shares (3)

with:

(8)

Shared dispositive power

0 shares

(9)

Aggregate amount beneficially owned by each reporting person

64,290,043 shares (3)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

(11)

Percent of class represented by amount in Row (9)

3.3%(4)

(12)

Type of reporting person (see instructions)

IN

(1)

Includes (a) 6,432,258 shares of Class A Common Stock held by the Reporting Person, (b) 45,972,785 shares of Class B Common Stock held by the Reporting Person, (c) 10,575,000 shares of Class B Common Stock that the Reporting Person has the right to acquire from the Issuer immediately or within sixty days of December 31, 2021 pursuant to the exercise of stock options and (d) 975,000 Restricted Stock Units that vest and settle into shares of Class B Common Stock within 60 days of December 31, 2021. Each share of Class B Common Stock is convertible into one share of the Issuer’s Class A Common Stock at the option of the holder and has no expiration date. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. 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.

(2)

Does not include 1,005,000 shares of Class F Common Stock held of record by the voting trust established pursuant to the Voting Trust Agreement entered into among Stephen Cohen, Peter Thiel, the Reporting Person and Wilmington Trust, National Association (the “Voting Trust”), with respect to which the Voting Trust has sole voting power. Shares held in the Voting Trust will be voted by the trustee of the Voting Trust based on the instructions of those of Stephen Cohen, Peter Thiel and the Reporting Person who are then party to a certain voting agreement. Each share of Class F Common Stock is convertible into one share of the Issuer’s Class B Common Stock at the option of the holder and has no expiration date.

Each share of Class F Common Stock has a variable number of votes per share. The rights of the holders of Class A Common Stock and Class F

Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights, and certain transfer restrictions applicable to the Class F Common Stock.

(3)

Includes (i) the amounts set forth under footnote (1) above and (ii) 335,000 shares of Class F Common Stock held in the Voting Trust. The Reporting Person is a beneficiary of the Voting Trust and has sole dispositive power with respect to 335,000 shares of Class F Common Stock held in the Voting Trust.

(4)

Percentage ownership based on 1,906,589,959 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

(a)

Amount beneficially owned: See Row 9 of cover page.

(b)

Percent of class: See Row 11 of cover page.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page.

(ii)

Shared power to vote or to direct the vote: See Row 6 of cover page.

(iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page.

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page.