Risk factors
Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described in Risk Factors and elsewhere in our most recently filed Annual
Report on Form
10-K
filed with the SEC, in each case as these risk factors are amended or supplemented by subsequent Annual Reports on Form
10-K,
Quarterly Reports on
Form
10-Q
and Current Reports on Form
8-K
that have been or will be incorporated by reference in this prospectus supplement. The occurrence of any of such risks may
materially and adversely affect our business, financial condition, results of operations and future prospects. In such an event, the market price of our common stock could decline, and you could lose part or all of your investment.
Risks related to this offering
A significant number
of shares of our common stock may be sold in this offering and may be sold in the future, which could cause the price of our shares of common stock to decline.
In this offering, the selling stockholders may sell up to 6,560,472 shares of common stock, including exercise by the underwriters of the option to purchase up to an additional 855,714 shares from the selling
stockholders, collectively representing approximately 20.5% of our outstanding common stock as of December 31, 2018. This sale of a substantial number of shares of our common stock in the public market could adversely affect the price of our
common stock.
Following the completion of this offering, based on the number of shares outstanding as of December 31, 2018, 32,017,773 shares of
our common stock will be outstanding. All of the 6,560,472 shares that may be sold in this offering will be freely tradeable immediately after this offering (except for shares purchased by affiliates) and of the remaining 25,457,301 shares
outstanding as of December 31, 2018, assuming no exercise of outstanding options after December 31, 2018, 9,594,415 shares may be sold upon expiration of
lock-up
agreements entered into in connection
with this offering 30 days after the date of the final prospectus supplement (subject to volume and other restrictions of Rule 144).
As of
December 31, 2018, there also were outstanding options and restricted stock units to purchase 2,407,497 shares of our common stock that, if exercised or vested, as applicable, will result in these additional shares becoming available for sale
subject in some cases to Rule 144. We have also registered an aggregate of 9,099,766 shares of our common stock that we may issue or sell under our stock plans. These shares can be freely sold in the public market upon issuance, unless they are held
by affiliates, as that term is defined in Rule 144 of the Securities Act. In addition, a substantial number of shares of our common stock is reserved for issuance upon conversion of the Notes. If a large number of these shares are sold
in the public market, the sales could reduce the trading price of our common stock.
Affiliates of Goldman Sachs & Co. LLC, an underwriter
in this offering, hold a significant equity interest in our Company, which could expose us to risks associated with Goldmans conflict of interest.
A significant equity interest in our Company is held in the aggregate by the Goldman Funds, each of which is affiliated with Goldman Sachs & Co. LLC, an underwriter in this offering. Prior to this
offering, the Goldman Funds held the following equity securities (i) 480,442 shares of common stock held directly by GS Capital Partners VI Parallel, L.P., (ii) 1,453,237 shares of common stock held directly by GS Capital Partners VI Offshore Fund,
L.P., (iii) 1,747,172 shares of common stock held directly by GS Capital Partners VI Fund, L.P. and (iv) 62,095 shares of common stock held directly by GS Capital Partners VI GmbH & Co. KG, all of which are being offered for sale pursuant
to this prospectus supplement. The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC are deemed to beneficially own all of the abovementioned shares and each of them is deemed to beneficially own an additional 48,889 and 31,789 shares
of our common stock, respectively. The Goldman
S-5