As filed with the Securities and Exchange Commission on July 21, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
UBER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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45-2647441
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1455 Market Street, 4th Floor
San Francisco, California 94103
(415) 612-8582
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Nelson Chai
Chief
Financial Officer
Uber Technologies, Inc.
1455 Market Street, 4th Floor
San Francisco, California 94103
(415) 612-8582
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Tony West
Keir Gumbs
Uber
Technologies, Inc.
1455 Market Street, 4th Floor
San Francisco, California 94103
(415) 612-8582
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David Peinsipp
Siana Lowrey
Charles S.
Kim
Peter Mandel
Cooley LLP
101 California
Street, 5th Floor
San Francisco, California 94111
(415) 693-2000
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
If an emerging growth
company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to Be Registered
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Amount
to Be
Registered
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.00001 per share
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(1)
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(1)
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(1)
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(2)
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Preferred Stock, par value $0.00001 per share
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(1)
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(1)
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(1)
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(2)
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Debt Securities
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(1)
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(1)
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(1)
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(2)
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Warrants
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(1)
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(1)
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(1)
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(2)
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Purchase Contracts
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(1)
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(1)
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(1)
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(2)
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Guarantees
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(1)
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(1)
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(1)
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(2)
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Units(3)
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(1)
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(1)
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(1)
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(2)
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(1)
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Omitted pursuant to General Instruction II.E of Form S-3. An
indeterminate number or amount, as the case may be, of common stock, preferred stock, debt securities, warrants, purchase contracts, guarantees, and units are being registered hereunder as may from time to time be issued at indeterminate prices. The
securities being registered hereunder may be convertible into or exchangeable or exercisable for other securities of any identified class. In addition to the securities that may be issued directly under this registration statement, there is being
registered hereunder such indeterminate aggregate number or amount, as the case may be, of the securities of each identified class as may from time to time be issued upon the conversion, exchange, settlement or exercise of other securities offered
hereby. Separate consideration may or may not be received for securities that are issuable upon the conversion or exercise of, or in exchange for, other securities offered hereby.
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(2)
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Pursuant to Rules 456(b) and 457(r), the Registrant is deferring payment of all applicable registration fees.
Any registration fees will be paid subsequently on a pay-as-you-go basis in accordance with Rule 457(r).
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(3)
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Any securities registered hereunder may be sold separately or as units in combination with the other securities
registered hereunder.
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