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liabilities that may arise by reason of their status or service as directors or officers with the Company. The
terms of such obligations may vary.
11. Stockholders’ Equity
Initial Public Offering
In May 2011, the Company closed its IPO of 9,016,000 shares of its Class A common stock, which
included 6,003,804 shares of Class A common stock sold by the Company (inclusive of 1,176,000 shares of
Class A common stock from the full exercise of the overallotment option of shares granted to the
underwriters) and 3,012,196 shares of Class A common stock sold by the selling stockholders. The public
offering price of the shares sold in the offering was $45.00 per share. The Company did not receive any
proceeds from the sales of shares by the selling stockholders. The total gross proceeds from the offering
to the Company were $270.2 million. After deducting underwriting discounts and commissions and
offering expenses payable by the Company, the aggregate net proceeds received by the Company totaled
approximately $248.4 million.
Follow-on Offerings
In November 2011, the Company closed a follow-on offering of 10,062,500 shares of its Class A
common stock, which included 2,583,755 shares of Class A common stock sold by the Company (inclusive
of 1,312,500 shares of Class A common stock from the full exercise of the overallotment option of shares
granted to the underwriters) and 7,478,745 shares of Class A common stock sold by the selling
stockholders. The public offering price of the shares sold in the offering was $71.00 per share. The
Company did not receive any proceeds from the sales of shares by the selling stockholders. The total gross
proceeds from the offering to the Company were $178.1 million. After deducting underwriting discounts
and commissions and offering expenses payable by the Company, the aggregate net proceeds received by
the Company totaled approximately $177.3 million.
In September 2013, the Company closed a follow-on offering, at which time it sold a total of
6,188,340 shares of its Class A common stock (inclusive of 807,174 shares from the full exercise of the
over-allotment option granted to the underwriters). The public offering price of the shares sold in the
offering was $223.00 per share. The total gross proceeds from the offering to the Company were
$1,380.0 million. After deducting underwriting discounts and commissions and offering expenses payable
by the Company, the aggregate net proceeds received by the Company totaled approximately
$1,348.1 million.
Preferred Stock
Prior to its IPO, the Company had outstanding 17,238,579 shares designated as Series A convertible
preferred stock, 17,450,991 shares designated as Series B convertible preferred stock, 4,357,644 designated
as Series C redeemable convertible preferred stock and 6,599,987 designated as Series D redeemable
convertible preferred stock. Each share of preferred stock was convertible into one share of common
stock. Immediately prior to the completion of the Company’s IPO on May 19, 2011, all shares of
outstanding preferred stock automatically converted into 45,647,201 shares of the Company’s Class B
common stock. After its IPO, the Company had 100,000,000 shares of preferred stock authorized, none of
which were issued and outstanding as of December 31, 2013 and 2012.
Common Stock
Following its IPO, the Company had two classes of authorized common stock outstanding; Class A
common stock and Class B common stock at a maximum aggregate number authorized of 1,000,000,000
and 120,000,000, respectively. As of December 31, 2013, the Company had outstanding 103,194,534 shares
of Class A common stock and 17,157,215 shares of Class B common stock. The rights of the holders of
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