corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting
stock. There are no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.
Options and Restricted
As of February 28, 2017, options to purchase an aggregate of 6,275,978 shares of our common stock were outstanding
under our 2015 equity incentive plan and 2012 stock incentive plan and 407,000 restricted stock units were outstanding under our 2015 equity incentive plan. Each restricted stock unit represents the right to receive one share of our common stock or,
at our option, its cash value equivalent upon vesting.
As of December 31, 2016, holders of approximately 18.3 million shares of our common stock or their transferees are entitled to the
following rights with respect to the registration of such shares for public resale under the Securities Act of 1933, as amended, or the Securities Act, pursuant to the amended and restated investors rights agreement by and among us and certain
of our stockholders, or the investors rights agreement, until such shares can otherwise be sold without restriction under Rule 144, or until the rights otherwise terminate pursuant to the terms of the investors rights agreement. The
registration of shares of common stock as a result of the following rights being exercised would enable holders to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective.
Piggyback Registration Rights. Any time we propose to register any shares of our common stock under the Securities Act, subject to
certain exceptions, the holders of registrable securities are entitled to notice of the registration and to include their shares of registrable securities in the registration. If our proposed registration involves an underwriting, the managing
underwriter of such offering will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares.
Form S-3 Registration Rights. If the holders of at least 30% of the registrable securities then outstanding request in writing that we
effect a registration with respect to registrable securities at an aggregate price to the public in the offering of at least $5,000,000, and we are entitled under the Securities Act to register our shares on a registration statement on Form S-3, we
will be required to effect such registration. We will not be required to effect a registration pursuant to these Form S-3 registration rights if, within a given six-month period, we have already effected two registrations on Form S-3 for the holders
of registrable securities.
Expenses. Ordinarily, other than underwriting discounts and commissions, we will be required to pay all
expenses incurred by us related to any registration effected pursuant to the exercise of these registration rights. These expenses may include all registration and filing fees, printing expenses, fees and disbursements of our counsel, reasonable
fees and disbursements of a counsel for the selling security holders and blue sky fees and expenses.
Termination of Registration
Rights. The registration rights terminate upon the earlier of July 1, 2020, or, with respect to the registration rights of an individual holder, when the holder can sell all of such holders registrable securities in a three-month
period without restriction under Rule 144 under the Securities Act.
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and
Some provisions of Delaware law, our restated certificate of incorporation and our amended and restated bylaws could make the
following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could
make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interest, including transactions which provide for payment of a premium over the market price for