INSTRUCTURE INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-03-24: Form 8-K; Period of report 2020-03-24; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
- 2020-02-28: Form 8-K; Period of report 2020-02-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2020-02-18: Form 8-K; Period of report 2020-02-17; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2020-02-18: Form 8-K; Period of report 2020-02-13; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-03-24 | 8-K | 2020-03-24 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.02 On March 24, 2020, in connection with the transactions contemplated by the Merger Agreement, Instructure terminated and repaid in full all outstanding obligations due under that certain Second Amended and Restated Loan and Security Agreement, dated as of June 22, 2017 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Instructure, Silicon Valley Bank and the other parties thereto. 2.01 Pursuant to the Merger Agreement, on February 24, 2020, Purchaser commenced a tender offer (the “Offer”) to purchase each issued and outstanding share of common stock of Instructure, $0.0001 par value per share (collectively, the “Shares”), at an offer price of $49.00 per Share net to the seller thereof in cash, without interest and subject to any withholding taxes (the “Offer Price”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of February 24, 2020 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal, as amended and supplemented. 3.01 On March 24, 2020 in contemplation of the consummation of the Merger, Instructure requested the New York Stock Exchange (“NYSE”) suspend trading of the Shares effective at 9:00 a.m., Eastern Time. 3.03 The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference. 5.01 The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference. 5.02 In connection with the Merger, each of the directors of Instructure, Joshua Coates, Steven A. Collins, William M. Conroy, Ellen Levy, Kevin Thompson and Lloyd G. Waterhouse, resigned as directors of the board of directors of Instructure (the “Board”) and from all committees of the Board on which such directors served, effective as of the Effective Time. 5.03 At the Effective Time, in connection with the consummation of the Merger, the certificate of incorporation and bylaws attached hereto as Exhibits 3.1 and 3.2, respectively, became the certificate of incorporation and bylaws of Instructure. 7.01 On March 24, 2020, Thoma Bravo and Instructure issued a joint press release announcing the completion of the Offer and the Merger. | d902911d8k.htm |
| 2020-02-28 | 8-K | 2020-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 The following are the preliminary results of operations for Instructure, Inc. (the “Company”) as of and for the three and twelve months ended December 31, 2019. | d887523d8k.htm |
| 2020-02-18 | 8-K | 2020-02-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d891330d8k.htm |
| 2020-02-18 | 8-K | 2020-02-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On February 13, 2020, Daniel T. Goldsmith, Chief Executive Officer of Instructure, Inc., a Delaware corporation (the “Company”), informed the Board of Directors of the Company (the “Board of Directors”) of his intent to step down as Chief Executive Officer and as a member of the Board of Directors. 8.01 On February 18, 2020, the Company and Thoma Bravo, LLC, issued a joint press release announcing the entry into an amended and restated merger agreement with Instructure Holdings, LLC (f/k/a PIV Purchaser, LLC), a Delaware limited liability company (“Parent”) and PIV Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent. | d874783d8k.htm |
| 2020-02-14 | 8-K | 2020-02-14 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 Amendment of Waiver Agreement. 8.01 Adjournment of Special Meeting. | d882741d8k.htm |
| 2020-02-13 | 8-K | 2020-02-13 | 8.01 Other Events | 8.01 Adjournment of Special Meeting. | d878383d8k.htm |
| 2020-01-22 | 8-K | 2020-01-22 | 2.02 Results of Operations and Financial Condition | 2.02 In advance of the special meeting of stockholders relating to the previously announced proposed acquisition of Instructure, Inc. (“Instructure” or the “Company”) pursuant to the Agreement and Plan of Merger, dated as of December 4, 2019 (the “Merger Agreement”), by and among the Company, PIV Purchaser, LLC, a Delaware limited liability company (“Parent”), and PIV Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger”), the Company is disclosing its preliminary financial results for the fiscal quarter ended December 31, 2019. | d856538d8k.htm |
| 2020-01-17 | 8-K | 2019-01-10 | 8.01 Other Events | 8.01 As previously announced, on December 4, 2019, Instructure, Inc., a Delaware corporation (the “Company” or “Instructure”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PIV Purchaser, LLC, a Delaware limited liability company (“Parent”), and PIV Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | d858105d8k.htm |
| 2020-01-13 | 8-K | 2020-01-13 | 8.01 Other Events | 8.01 On January 13, 2020, Instructure, Inc. (the “Company”) published a letter to Instructure stockholders. | d861649d8k.htm |
| 2020-01-09 | 8-K | 2019-12-04 | 8.01 Other Events | 8.01 On January 9, 2020, Instructure, Inc. (the “Company”) issued a press releasing announcing the expiration of the “go-shop” period under the Agreement and Plan of Merger, by and among the Company, PIV Purchaser, LLC, a Delaware limited liability company (“Parent”) and PIV Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent. | d865221d8k.htm |
| 2019-12-06 | 8-K | 2019-12-04 | 8.01 Other Events | 8.01 As previously announced, Instructure, Inc., a Delaware corporation (the “Company”) is actively soliciting acquisition proposals for the acquisition of the Company subject to and in accordance with the terms and conditions set forth in that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, PIV Purchaser, LLC, a Delaware limited liability company (“Purchaser”) and PIV Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”). | d815674d8k.htm |
| 2019-12-04 | 8-K | 2019-12-04 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 Effective as of December 4, 2019, Daniel T. Goldsmith, the Chief Executive Officer of the Company, and Matthew A. Kaminer, the Chief Legal Officer of the Company, each entered into a letter agreement (the “Letter Agreement”) with the Company. | d843353d8k.htm |
| 2019-12-04 | 8-K | 2019-12-04 | 8.01 Other Events | 8.01 On December 4, 2019, Instructure, Inc., a Delaware corporation (the “Company”) and Thoma Bravo, LLC, announced the execution of an Agreement and Plan of Merger, by and among the Company, PIV Purchaser, LLC, a Delaware limited liability company (“Parent”) and PIV Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | d816713d8k.htm |
| 2019-10-28 | 8-K | 2019-10-22 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On October 28, 2019, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2019. 5.02 On October 22, 2019, Steven B. Kaminsky, the Company’s Chief Financial Officer, informed the Company that he intends to retire from the Company. | inst-8k_20191022.htm |
| 2019-07-29 | 8-K | 2019-07-29 | 2.02 Results of Operations and Financial Condition | 2.02 On July 29, 2019, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2019. | inst-8k_20190729.htm |
| 2019-05-30 | 8-K | 2019-05-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Instructure, Inc. (“Instructure”) held its 2019 Annual Meeting of Stockholders on May 24, 2019 (the “Annual Meeting”). | inst-8k_20190524.htm |
| 2019-05-21 | 8-K/A | 2019-05-20 | 2.02 Results of Operations and Financial Condition | 2.02 As previously disclosed, Instructure, Inc. (the “Company”) acquired Portfolium, Inc. (“Portfolium”) via merger on February 21, 2019 and MasteryConnect, Inc. (“MasteryConnect”) via merger on April 5, 2019. | inst-8ka_20190520.htm |
| 2019-05-21 | 8-K | 2019-05-20 | 2.02 Results of Operations and Financial Condition | 2.02 As previously disclosed, Instructure, Inc. (the “Company”) acquired Portfolium, Inc. (“Portfolium”) via merger on February 21, 2019 and MasteryConnect, Inc. (“MasteryConnect”) via merger on April 5, 2019. | inst-8k_20190520.htm |
| 2019-04-29 | 8-K | 2019-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2019, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended March 31, 2019. | inst-8k_20190429.htm |
| 2019-04-08 | 8-K | 2019-04-05 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.01 As previously disclosed, on April 1, 2019, Instructure, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Slick Rock Panda, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), MasteryConnect, Inc. (“MasteryConnect”) and Stockholder Representative Services LLC, as Stockholders’ Agent. 3.02 The information disclosed under Item 2.01 of this Current Report is incorporated herein by reference. | inst-8k_20190405.htm |
| 2019-04-02 | 8-K | 2019-04-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 On April 1, 2019, Instructure, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Slick Rock Panda, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), MasteryConnect, Inc. (“MasteryConnect”) and Stockholder Representative Services LLC, as Stockholders’ Agent. 7.01 Instructure reiterates its previously issued financial guidance for the full year 2019. | inst-8k_20190401.htm |
| 2019-02-21 | 8-K | 2019-02-16 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.01 On February 16, 2019, Instructure, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gas Lamp Mergers, Inc., a wholly owned subsidiary of the Company (“Merger Sub I”), Gas Lamp Mergers II, LLC, a wholly owned subsidiary of the Company (“Merger Sub II”), Portfolium, Inc. (“Portfolium”) and Fortis Advisors LLC, as Stockholders’ Agent. 3.02 The information disclosed under Item 2.01 of this Current Report is incorporated herein by reference. | inst-8k_20190216.htm |
| 2019-02-19 | 8-K | 2019-02-19 | 2.02 Results of Operations and Financial Condition | 2.02 On February 19, 2019, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2018. | inst-8k_20190219.htm |
| 2019-01-25 | 8-K | 2019-01-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 23, 2019, the Compensation Committee of the Board of Directors of Instructure, Inc. met and determined the bonus amounts earned by the executive officers of Instructure, Inc. in 2018 pursuant to the bonus structure for 2018 performance, and determined to pay the bonus amounts in the form of restricted stock units (“RSUs”) instead of cash, setting the value of the RSUs at 125% of the amount of cash bonus earned. | inst-8k_20190123.htm |
| 2018-10-29 | 8-K | 2018-10-29 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On October 29, 2018, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2018. 5.02 On October 29, 2018, the Company announced that the Board of Directors (the “Board”) appointed Dan Goldsmith as Chief Executive Officer, effective as of January 1, 2019. | inst-8k_20181029.htm |
| 2018-07-30 | 8-K | 2018-07-30 | 2.02 Results of Operations and Financial Condition | inst-8k_20180730.htm | |
| 2018-06-01 | 8-K | 2018-05-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Instructure, Inc. (“Instructure”) held its 2018 Annual Meeting of Stockholders on May 24, 2018 (the “Annual Meeting”). | inst-8k_20180524.htm |
| 2018-05-08 | 8-K | 2018-05-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 8, 2018, Instructure, Inc. (“Instructure”) announced the appointment of Dan Goldsmith as President, effective June 4, 2018. | inst-8k_20180504.htm |
| 2018-04-30 | 8-K | 2018-04-30 | 2.02 Results of Operations and Financial Condition | 2.02 On April 30, 2018, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended April 30, 2018. | inst-8k_20180430.htm |
| 2018-02-16 | 8-K | 2018-02-15 | 8.01 Other Events | 8.01 On February 15, 2018, we entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 2,500,000 shares of our common stock, par value $0.0001 per share. | d503853d8k.htm |
| 2018-02-12 | 8-K | 2018-02-12 | 2.02 Results of Operations and Financial Condition | 2.02 On February 12, 2018, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2017. | inst-8k_20180212.htm |
| 2018-01-24 | 8-K | 2018-01-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | inst-8k_20180123.htm | |
| 2017-11-28 | 8-K | 2017-11-22 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.01 On November 22, 2017, Instructure, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Praxis Merger Sub I, Inc., a wholly owned subsidiary of the Company (“Merger Sub I”), Praxis Merger Sub II, LLC, a wholly owned subsidiary of the Company (“Merger Sub II”), Practice XYZ, Inc. (“Practice XYZ”) and Entangled Ventures, LLC, as Stockholders’ Agent. 3.02 Pursuant to the Merger Agreement described in Item 2.01 of this Current Report, the Company issued an aggregate of 503,985 shares of common stock, including 52,811 shares held in escrow, in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated under the Securities Act. | inst-8k_20171122.htm |
| 2017-10-30 | 8-K | 2017-10-30 | 2.02 Results of Operations and Financial Condition | 2.02 On October 30, 2017, Instructure, Inc. issued a press release announcing its financial results for the three months ended September 30, 2017. | inst-8k_20171030.htm |
| 2017-10-10 | 8-K | 2017-10-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 8, 2017, Marc T. Maloy resigned as the Executive Vice President of Worldwide Sales of Instructure, Inc. (“Instructure”). | inst-8k_20171008.htm |
| 2017-07-31 | 8-K | 2017-07-31 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On July 31, 2017, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2017. 8.01 The Chairs of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee alternate presiding over the executive sessions of the Company’s board of directors. | inst-8k_20170731.htm |
| 2017-05-26 | 8-K | 2017-05-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Instructure, Inc. (“Instructure”) held its 2017 Annual Meeting of Stockholders on May 25, 2017 (the “Annual Meeting”). | inst-8k_20170525.htm |
| 2017-05-01 | 8-K | 2017-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 1, 2017, Instructure, Inc. issued a press release announcing its financial results for the three months ended March 31, 2017. | inst-8k_20170501.htm |
| 2017-02-06 | 8-K | 2017-02-01 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On February 6, 2017, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2016. 5.02 On February 1, 2017, the board of directors of the Company appointed Mitchell E. Macfarlane to the newly created position of Senior Vice President and Chief Operating Officer of the Company, effective February 3, 2017. | inst-8k_20170201.htm |
| 2017-01-30 | 8-K/A | 2017-01-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | inst-8ka_20170127.htm | |
| 2017-01-27 | 8-K | 2017-01-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | inst-8k_20170126.htm | |
| 2016-11-16 | 8-K | 2016-11-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 15, 2016, Byron B. Deeter resigned his position as a director of Instructure, Inc. (the “Company”). | inst-8k_20161115.htm |
| 2016-11-15 | 8-K | 2016-11-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 10, 2016, Instructure, Inc. (the “Company”) entered into a new lease agreement in Pleasant Grove, Utah to facilitate the growth of its engineering, product and customer success teams. | inst-8k_20161110.htm |
| 2016-10-31 | 8-K | 2016-10-26 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On October 31, 2016, Instructure, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2016. 5.02 On October 26, 2016, Adam D. Marcus resigned his position as a director of the Company. | inst-8k_20161026.htm |
| 2016-08-01 | 8-K | 2016-08-01 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2016, Instructure, Inc. issued a press release announcing its financial results for the three and the six months ended June 30, 2016. | inst-8k_20160801.htm |
| 2016-05-26 | 8-K | 2016-05-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Instructure, Inc. (“Instructure”) held its 2016 Annual Meeting of Stockholders on May 25, 2016 (the “Annual Meeting”). | inst-8k_20160525.htm |
| 2016-05-04 | 8-K | 2016-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2016, Instructure, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2016. | inst-8k_20160504.htm |
| 2016-02-09 | 8-K | 2016-02-09 | 2.02 Results of Operations and Financial Condition | 2.02 On February 9, 2016, Instructure, Inc. issued a press release announcing its financial results for the fourth quarter and the year ended December 31, 2015. | inst-8k_20160209.htm |
| 2016-02-01 | 8-K | 2016-01-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 26, 2016, the Compensation Committee of the Board of Directors of Instructure, Inc. reviewed the achievement of company and individual performance goals. | inst-8k_20160126.htm |
| 2015-11-18 | 8-K | 2015-11-18 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On November 18, 2015, Instructure, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of shares of its common stock. | d45173d8k.htm |