Sec Form 13G Filing - Draper Fisher Jurvetson Fund X L.P. filing for Planet Labs PBC (PL) - 2021-12-15

The remainder of this cover page shall be filled out for a reporting persons’ initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Persons

  Draper Fisher Jurvetson Fund X, L.P.

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  21,127,084* (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  21,127,084* (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  21,127,084* (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.7%**

  Type of Reporting Person (see Instructions)

  PN

Reporting Person expressly disclaims status as a group for purposes of this Schedule 13G.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the transactions contemplated by the Agreement and Plan of Merger, dated July 7, 2021, by and among dMY IV, Photon Merger Sub, Inc., Photon Merger Sub Two, LLC and Planet Labs Inc (collectively, the “Business Combination”. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued to the reporting person as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock reported outstanding at December 7, 2021.

  Names of Reporting Persons

  Draper Fisher Jurvetson Fund X Partners, L.P.

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  21,127,084^## * (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  21,127,084^## * (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  21,127,084^## * (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.7%** (See Items 2 and 4)

  Type of Reporting Person (see Instructions)

  PN

Reporting Person expressly disclaims status as a group for purposes of the 13G.

All of these shares are held directly by Draper Fisher Jurvetson Fund X, L.P. (Fund X). Draper Fisher Jurvetson Fund X Partners, L.P. is the GP of Fund X.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued by the Issuer as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock outstanding at December 7, 2021.

  Names of Reporting Persons

  DFJ Fund X, Ltd.

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  21,127,084^## * (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  21,127,084^## * (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  21,127,084^## * (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.7%** (See Items 2 and 4)

  Type of Reporting Person (see Instructions)

  OO (limited liability company)

Reporting Person expressly disclaims status as a group for purposes of the 13G.

All of these shares are owned directly by Draper Fisher Jurvetson Fund X, L.P. (“Fund X”). DFJ Fund X, Ltd. is the General Partner of Draper Fisher Jurvetson Fund X Partners, L.P., which is the General Partner of Fund X. Messrs. Timothy C. Draper, John H.N. Fisher, Andreas Stavropoulos, Joshua Stein and Donald F. Wood are directors of DFJ Fund X, Ltd.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued by the Issuer as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock outstanding at December 7, 2021.

  Names of Reporting Persons

  Draper Fisher Jurvetson Partners X, LLC

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  California

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  645,526^## * (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  645,526^## * (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  645,526^## * (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented b y Amount in Row (9)

  0.3%**

  Type of Reporting Person (see Instructions)

  OO (limited liability company)

Reporting Person expressly disclaims status as a group for purposes of the 13G.

Draper Fisher Jurvetson Partners X, LLC. (“Fund X LLC”) is a side-by-side fund of Draper Fisher Jurvetson Fund X, L.P. (“Fund X”). The managing members of Fund X LLC are Messrs. Draper and Fisher, who each disclaim beneficial ownership of the shares held by Fund X LLC except to the extent of their pecuniary interest therein.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 71,278 additional shares of the Issuer Class A common stock which may be issued by the Issuer as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common outstanding at December 7, 2021.

  Names of Reporting Persons

  Draper Associates Riskmasters Fund II, LLC

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  California

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  940,235^## * (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  940,235^## * (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  940,235^## * (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

0;

  0.4%** (See Items 2 and 4)

  Type of Reporting Person (see Instructions)

  OO (limited liability company)

Reporting Person expressly disclaims status as a group for purposes of the 13G.

Mr. Timothy C. Draper is the managing member of Draper Associates Riskmasters Fund II, LLC and has sole investment and voting power.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 103,820 additional shares of the Issuer Class A common stock which may be issued by the Issuer as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock outstanding at December 7, 2021.

  Names of Reporting Persons

  Draper Associates Riskmasters Fund III, LLC

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  California

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  761,659^##* (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  761,659^##* (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  761,659^##* (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.3%**

  Type of Reporting Person (see Instructions)

  OO (limited liability company)

Reporting Person expressly disclaims status as a group for purposes of the 13G.

Mr. Timothy C. Draper is the managing member of Draper Associates Riskmasters Fund III, LLC and has sole investment and voting power.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 84,101 additional shares of the Issuer Class A common stock which may be issued to the reporting person as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock outstanding at December 7, 2021.

  Names of Reporting Persons

  Timothy C. Draper

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  1,701,894⁺ * (See Items 2 and 4)

  Shared Voting Power

  21,772,610^## * (See Items 2 and 4)

  Sole Dispositive Power

  1,701,894⁺ * (See Items 2 and 4)

  Shared Dispositive Power

  21,772,610^## * (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  23,474,504^## * (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.7%**

  Type of Reporting Person (see Instructions)

  IN

Reporting Person expressly disclaims status as a group for purposes of the 13G.

Of these shares 940,235 shares are held by Draper Associates Riskmasters Fund II, LLC (“DARF II”), and 761,659 shares are held by Draper Associates Riskmasters Fund III, LLC (“DARF III”). Mr. Draper is the Managing Member of DARF II and DARF III and has sole investment and voting power with respect to all such shares.

Of these shares, 21,127,084 shares are directly held by Draper Fisher Jurvetson Fund X, L.P., and 645,526 shares are directly held by Draper Fisher Jurvetson Partners X, LLC.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 2,592,041 additional shares of the Issuer Class A common stock which may be issued to the reporting person as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock outstanding at December 7, 2021.

  Names of Reporting Persons

  John H. N. Fisher

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  21,772,610^## * (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  21,772,610^## * (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  21,772,610^## * (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.0%**

  Type of Reporting Person (see Instructions)

  IN

Reporting Person expressly disclaims status as a group for purposes of the 13G.

Of these shares 21,127,084 are held by Draper Fisher Jurvetson Fund X, L.P., and 645,526 shares are held by Draper Fisher Jurvetson Partners X, LLC.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the transactions contemplated by the Business Combination. Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 2,404,120 additional shares of the Issuer Class A common stock which may be issued to the reporting person as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock outstanding at December 7, 2021.

  Names of Reporting Persons

  Andreas Stavropoulos

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  21,127,084^## * (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  21,127,084^## * (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  21,127,084^## * (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.7%**

  Type of Reporting Person (see Instructions)

  IN

Reporting Person expressly disclaims status as a group for purposes of the 13G.

Of these shares 21,127,084 are held by Draper Fisher Jurvetson Fund X, L.P.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the Business Combination. Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued to the reporting person as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock outstanding at December 7, 2021.

  Names of Reporting Persons

  Joshua Stein

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  21,127,084^## * (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  21,127,084^## * (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  21,127,084^## * (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.7%**

  Type of Reporting P erson (see Instructions)

  IN

Reporting Person expressly disclaims status as a group for purposes of the 13G.

Of these shares 21,127,084 are held by Draper Fisher Jurvetson Fund X, L.P.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued to the reporting person as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock reported outstanding at December 7, 2021.

  Names of Reporting Persons

  Donald F. Wood

  Check the Appropriate Box if a Member of a Group (see Instructions)

  (a)  ☐        (b)  ☒^#

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  21,127,084^## * (See Items 2 and 4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  21,127,084^## * (See Items 2 and 4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  21,127,084^## * (See Items 2 and 4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.7%**

  Type of Reporting Person (see Instructions)

  IN

Reporting Person expressly disclaims status as a group for purposes of the 13G.

Of these shares 21,127,084 are held by Draper Fisher Jurvetson Fund X, L.P.

Represents shares of Class A Common Stock of the Issuer beneficially owned on December 7, 2021 following consummation of the Business Combination. In connection with the Business Combination, each share of capital stock of Planet Labs Inc. beneficially owned by the Reporting Person was converted into the right to receive approximately 1.53184 shares of Class A Common Stock. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued to the reporting person as additional contingent consideration in four substantially equal installments if the closing price of the Issuer’s Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00..

This percentage set forth on the cover sheet is calculated based upon 241,542,778 shares of Class A common stock outstanding at December 7, 2021.

Name of Issuer: Planet Labs PBC

Address of Issuer’s principal executive offices:

Name of Person Filing and Item 2(c) Citizenship.

Draper Fisher Jurvetson Fund X, L.P., a Cayman Island exempted limited partnership (“Fund X”).

Draper Fisher Jurvetson Fund X Partners, L.P., a Cayman Islands exempted limited partnership (“Fund X Partners”), and an affiliate of Fund X and the general partner of Fund X.

DFJ Fund X, Ltd., a Cayman Islands exempted limited liability company (“Fund X Ltd.”) and an affiliate of Fund X, is the general partner to Fund X Partners. Messrs. Timothy C. Draper, John H.N. Fisher, Andreas Stavropoulos, Joshua Stein and Donald F. Wood are directors. Messrs. Draper, Fisher, Stavropoulos, Stein and Wood exercise shared voting and investment powers over the shares held by Fund X Ltd. Messrs. Draper, Fisher, Stavropoulos, Stein and Wood disclaim beneficial ownership of the shares held by Fund X except to the extent of any pecuniary interest therein.

Draper Fisher Jurvetson Partners X, LLC, a California limited liability company (“Partners X”) is a side-by-side fund of Fund X. The managing members of Partners X are Messrs. Draper and Fisher. Decisions with respect to Partners X securities are made automatically in conjunction with decisions by Fund X. Messrs. Draper and Fisher disclaim beneficial ownership of the shares held by Partners IX except to the extent of their pecuniary interest therein.

Draper Associates Riskmasters Fund II, LLC, a California limited liability company (“DARFII”). Mr. Draper is the managing member of DARFII and he disclaims beneficial ownership of the shares held by DARFII except to the extent of his pecuniary interest therein.

Draper Associates Riskmasters Fund III, LLC, a California limited liability company (“DARFIII”). Mr. Draper is the managing member of DARFIII and he disclaims beneficial ownership of the shares held by DARFIII except to the extent of his pecuniary interest therein.

Timothy C. Draper, a United States citizen, is a managing director of Fund X, a managing member of Partners X and director of Fund X Ltd. Mr. Draper is also the Managing Member of DARF II and DARF III.

John H. N. Fisher, a United States citizen, is a managing director of Fund X, a managing member of Partners X and a director of Fund X Ltd.

Andreas Stavropoulos, a United States citizen, is a director of Fund X Ltd.

Joshua Stein, a United States citizen, is a director of Fund X Ltd.

Donald F. Wood, a United States citizen, is a director of Fund X Ltd.

Address of principal business office or, if none, residence:

2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025

(address for DFJ entities, Messrs. Fisher, Stavropolous, Stein and Wood)

55 East 3^rd Avenue, San Mateo, CA 94401

(address for DARFII, DARFIII, and Mr. Draper)

Title of class of securities: Class A Common Stock, par value $0.0001 per share.

CUSIP No.: 72703X106

If this statement is filed pursuant to § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Amount Beneficially owned: 21,127,084

Percent of Class: 8.7%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 21,127,084

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 21,127,084

Amount Beneficially owned: 21,127,084

Percent of Class: 8.7%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 21,127,084

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 21,127,084

Amount Beneficially owned: 21,127,084

Percent of Class: 8.7%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 21,127,084

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 23,459,926

Amount Beneficially owned: 645,526

Percent of Class: 0.3%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 645,526

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 645,526

Amount Beneficially owned: 940,235

Percent of Class: 0.4%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 940,235

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 940,235

Amount Beneficially owned: 761,659

Percent of Class: 0.3%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 761,659

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 761,659

Amount Beneficially owned: 23,474,504

Percent of Class: 9.7%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 1,701,894

shared power to vote or to direct the vote: 21,772,610

sole power to dispose or to direct the disposition of: 1,701,894

shared power to dispose or to direct the disposition of: 21,772,610

Amount Beneficially owned: 21,772,610

Percent of Class: 9.0%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 21,772,610

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 21,772,610

Amount Beneficially owned: 21,127,084

Percent of Class: 8.7%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 21,127,084

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 21,127,084

Amount Beneficially owned: 21,127,084

Percent of Class: 8.7%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 21,127,084

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 21,127,084

Amount Beneficially owned: 21,127,084

Percent of Class: 8.7%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 21,127,084

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 21,127,084

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.