Etsy 2015 Annual Report Download - page 96

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Etsy, Inc.
Notes to Consolidated Financial Statements
Convertible Preferred Stock
At December 31, 2014, the Company’s outstanding convertible preferred stock consisted of the following (in thousands, except share data):
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
Series A and A-1 preferred stock 2,363,786
2,363,786
$ 808
Series B preferred stock 1,128,431
1,128,425
865
Series C preferred stock 1,234,084
1,222,282
3,361
Series D and D-1 preferred stock 4,240,120
4,215,610
27,870
Series E preferred stock 401,450
396,727
6,201
Series 1 preferred stock 203,399
203,399
1,322
Series F preferred stock 11,594,203
11,594,203
39,785
Total convertible preferred stock 21,165,473
21,124,432
$ 80,212
At December 31, 2014, the holders of the convertible preferred stock had certain voting rights and dividend and liquidity preferences. The liquidation
preference provisions of the convertible preferred stock were considered contingent redemption provisions because there were certain elements that were not
solely within the control of the Company, such as a change in control of the Company. Accordingly, the Company presented the convertible preferred stock
within the mezzanine portion of the accompanying consolidated balance sheets.
Each outstanding share of convertible preferred stock was convertible, at the holder’s option or automatically upon certain events as described below, into
shares of common stock at a conversion rate determined by dividing the original issue price for such share by the then Conversion Price for such share. The
original issue price, conversion price and liquidation preference price of each series of preferred stock were as follows:
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Series A preferred stock $ 0.2429
$ 0.04858
$ 0.2429
Series A-1 preferred stock 0.3915
0.07830
0.3915
Series B preferred stock 0.80
0.160
0.80
Series C preferred stock 2.67
0.534
2.67
Series D preferred stock 6.63
1.326
6.63
Series D-1 preferred stock 6.63
1.326
6.63
Series E preferred stock 15.88
3.176
15.88
Series 1 preferred stock 6.45
1.290
6.45
Series F preferred stock 3.45
6.90
3.45
The conversion price was subject to adjustment in the event of certain anti-dilutive issuances of shares of common stock. The conversion price per share in
the table above reflects the adjustment for the 10-for-1 stock split of the Company’s common stock effective in May 2011 and the 1-for-2 reverse split of the
Company's common stock, which was effected on March 25, 2015.
Upon the closing of the IPO on April 21, 2015, all outstanding shares of convertible preferred stock were converted into 53,448,243 shares of common stock.
As of December 31, 2015, there was no convertible preferred stock outstanding.
Tender Offers
On January 13, 2014, certain investors participated in a tender offer to purchase shares of common stock and preferred stock at a price of $10.60 per share (on
an as-converted basis) from the Company’s employees and existing stockholders with the maximum aggregate offer price of up to $74.2 million. The terms of
the tender offer were limited to a maximum of one-half of an employee’s fully-vested stock and options and warrants to purchase stock and a minimum of
one-half of a former employee’s or non-employee’s fully-vested stock and options and warrants to purchase stock. At the close of the transaction, 3,154,219
shares were tendered for a total price of $33.4 million.
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