• | 9,343,536 (of which 8,817,205 are vested) shares of our common stock issuable upon the exercise of options outstanding, with a weighted-average exercise price of $9.30 per share; |
• | 3,027,258 shares of our common stock issuable upon vesting of all outstanding restricted stock units; |
• | 4,330,197 shares of our common stock issuable upon the satisfaction of certain targets and service conditions of all outstanding performance stock units; |
• | 5,402,146 shares of common stock reserved for future issuance under our 2021 Omnibus Incentive Plan (the “2021 Plan”), as well as any shares of common stock that may be issued pursuant to provisions in our 2021 Plan that increase the number of shares of our common stock reserved under the 2021 Plan; and |
• | 2,901,788 shares of our common stock reserved for future issuance under our 2021 Employee Stock Purchase Plan (“ESPP”), as well as any shares of common stock that may be issued pursuant to provisions in our ESPP that increase the number of shares of our common stock reserved under the ESPP. |
• | variations in our quarterly or annual operating results; |
• | our ability to attract new clients in both domestic and international markets, and our ability expand the solutions provided to existing clients; |
• | the timing of our clients’ buying decisions and reductions in our clients’ budgets for IT purchases and delays in their purchasing cycles, particularly in light of recent adverse global economic conditions; |
• | changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts; |
• | the contents of published research reports about us or our industry or the failure of securities analysts to cover our common stock; |
• | additions to, or departures of, key management personnel and our ability to attract, train, integrate and retain highly skilled employees; |
• | any increased indebtedness we may incur in the future; |
• | announcements and public filings by us or others and developments affecting us; |
• | actions by institutional stockholders; |
• | litigation and governmental investigations; |
• | operating and stock performance of other companies that investors deem comparable to us (and changes in their market valuations) and overall performance of the equity markets; |
• | speculation or reports by the press or investment community with respect to us or our industry in general; |
• | increases in market interest rates, including due to impacts from inflation, that may lead purchasers of our shares to demand a higher yield; |
• | announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments; |
• | announcements or actions taken by Anderson Investments Pte Ltd. and its affiliates (collectively, “Anderson”) and Great Hill Equity Partners IV, L.P. and its affiliates (collectively, “Great Hill”) as our principal stockholders; |
• | sales of substantial amounts of our common stock by Anderson, Great Hill or other significant stockholders or our insiders, or the expectation that such sales might occur; |
• | volatility, inflation, or economic downturns in the markets in which we, our clients and our partners are located caused by outbreaks, epidemics, or pandemics involving public health and related policies and restrictions undertaken to contain the spread of such pandemics or potential pandemics; |
• | geopolitical tensions or conflicts in locations in which we, our clients and our partners are located, including Russian military action against Ukraine and any further escalation of such conflict; |
• | general volatility in the prices of stock traded on the Nasdaq Global Select Market and other equity markets; and |
• | general market, political and economic conditions, including inflation, rising interest rates and disruptions in the professional and financial services industry, including any such conditions and local conditions in the markets in which any of our clients are located. |
• | our ability to continue our growth at or near historical rates; |
• | our future financial performance and ability to be profitable; |
• | the effect of global events on the U.S. and global economies, our business, our employees, results of operations, financial condition, demand for our products, sales and implementation cycles, and the health of our clients’ and partners’ businesses; |
• | our ability to prevent and respond to data breaches, unauthorized access to client data or other disruptions of our solutions; |
• | our ability to effectively manage U.S. and global market and economic conditions, including inflationary pressures, economic and market downturns and volatility in the financial services industry, particularly adverse to our targeted industries; |
• | the length and variability of our sales cycle; |
• | our ability to attract and retain customers; |
• | our ability to attract and retain talent; |
• | our ability to compete in highly competitive markets, including artificial intelligence products; |
• | our ability to manage additional complexity, burdens, and volatility in connection with our international sales and operations; |
• | our ability to incur indebtedness in the future and the effect of conditions in credit markets; |
• | the sufficiency of our cash and cash equivalents to meet our liquidity needs; and |
• | our ability to maintain, protect, and enhance our intellectual property rights. |
| | Common Stock Beneficially Owned | |||||||||||||
Name of Beneficial Owner | | | Shares Owned Prior to this Offering | | | Maximum Number of Shares that May Be Offered Pursuant to this Prospectus | | | Shares Owned After this Offering | ||||||
| | Number | | | % | | | | | Number | | | % | ||
Entities affiliated with Anderson(1) | | | 19,646,805 | | | 28.21% | | | 2,500,000 | | | 17,146,805 | | | 24.62% |
Entities affiliated with Great Hill(2) | | | 16,227,021 | | | 23.29% | | | 2,500,000 | | | 13,727,021 | | | 19.70% |
(1) | Consists of (i) 17,726,805 shares of common stock held of record by Anderson and (ii) 1,920,000 shares of common stock held of record by Aranda Investments Pte. Ltd. (“Aranda”). Anderson is a direct wholly-owned subsidiary of Thomson Capital Pte. Ltd. (“Thomson”), which in turn is a direct wholly-owned subsidiary of Tembusu Capital Pte. Ltd. (“Tembusu”), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited (“Temasek”). In such capacities, each of Thomson, Tembusu and Temasek may be deemed to have voting and dispositive power over the shares held by Anderson. Aranda is an indirect wholly owned subsidiary of Temasek. In such capacity, Temasek may be deemed to have voting and dispositive power over the shares held by Anderson. The address for Anderson, Thomson, Tembusu and Temasek is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891. |
(2) | Consists of (i) 16,136,294 shares of common stock held of record by Great Hill Equity Partners IV, LP (“GHEP IV”); (ii) 57,957 shares of common stock held of record by Great Hill Investors, LLC (“GHI LLC”); (iii) 7,092 shares of common stock and 9,293 restricted share units (“RSUs”) that are scheduled to vest within 60 days, each held of record by Chris Gaffney; and (iv) 7,092 shares of common stock and 9,293 RSUs that are scheduled to vest within 60 days, each held of record by Derek Schoettle. GHP IV, LLC (“GHP IV”) is the general partner of Great Hill Partners GP IV, L.P. (“GP IV”), which is the general partner of GHEP IV. Voting and investment determinations with respect to the securities held of record by GHEP IV are made by the Managers of GHP IV, who are Chris S. Gaffney, Matthew T. Vettel, Mark D. Taber, and Michael A. Kumin. As such, each of the foregoing individuals and entities may be deemed to share beneficial ownership of the securities held of record by GHEP IV. Voting and investment determinations with respect to the securities held of record by GHI LLC are made by its Managers, who are Chris S. Gaffney, Matthew T. Vettel, Mark D. Taber, and Michael A. Kumin. As such, each of the foregoing individuals may be deemed to share beneficial ownership of the securities held of record by GHI LLC. The shares of common stock and RSUs held of record by Chris Gaffney and Derek Schoettle may be deemed to be beneficially owned by GHEP IV pursuant to its amended and restated limited partnership agreements. Each individual named in this footnote disclaims any such beneficial ownership. The address of each of these individuals and entities is c/o Great Hill Partners, LP, 200 Clarendon Street, 29th Floor, Boston, MA 02116. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation or any other organization taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate, the income of which is included in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust if (1) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
Underwriter | | | Number of Shares |
Citigroup Global Markets Inc. | | | 5,000,000 |
Total | | | 5,000,000 |
• | offer, pledge, sell or contract to sell any common stock, |
• | sell any option or contract to purchase any common stock, |
• | purchase any option or contract to sell any common stock, |
• | grant any option, right or warrant for the sale of any common stock, |
• | lend or otherwise dispose of or transfer any common stock, |
• | request or demand that we file a registration statement related to the common stock, or |
• | enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. |
a. | to any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
b. | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or |
c. | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
a. | to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation; |
b. | to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or |
c. | at any time in other circumstances falling within section 86 of the FSMA, |
a. | a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
b. | a trust (where the trustee, is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, |
a. | to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; |
b. | where no consideration is or will be given for the transfer; |
c. | where the transfer is by operation of law; or |
d. | as specified in Section 276(7) of the SFA. |
• | our Annual Report on Form 10-K for the year ended June 30, 2023, filed with the SEC on September 7, 2023; |
• | the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended June 30, 2023 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 3, 2023; |
• | our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 8, 2023; and |
• | the description of our common stock and preferred stock, contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on September 7, 2023, and any amendment or report filed with the SEC for the purpose of updating the description. |
• | our ability to continue our growth at or near historical rates; |
• | our future financial performance and ability to be profitable; |
• | the effect of global events, such as outbreaks, epidemics, or pandemics involving public health, including the COVID-19 pandemic, and Russia’s invasion of Ukraine, on the U.S. and global economies, our business, our employees, results of operations, financial condition, demand for our products, sales and implementation cycles, and the health of our clients’ and partners’ businesses; |
• | our ability to prevent and respond to data breaches, unauthorized access to client data or other disruptions of our solutions; |
• | our ability to effectively manage U.S. and global market and economic conditions, including inflationary pressures, economic and market downturns and volatility in the financial services industry, particularly adverse to our targeted industries; |
• | the length and variability of our sales cycle; |
• | our ability to attract and retain customers; |
• | our ability to attract and retain talent; |
• | our ability to compete in highly competitive markets; |
• | our ability to manage additional complexity, burdens, and volatility in connection with our international sales and operations; |
• | our ability to incur indebtedness in the future and the effect of conditions in credit markets; |
• | the sufficiency of our cash and cash equivalents to meet our liquidity needs; and |
• | our ability to maintain, protect, and enhance our intellectual property rights. |
• | 700,000,000 shares of common stock, par value $0.001 per share; and |
• | 50,000,000 shares of preferred stock, par value $0.001 per share. |
• | the designation of the series; |
• | the number of shares of the series, which our board of directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease, (but not below the number of shares then outstanding); |
• | the dividend rights, conversion rights, redemption privileges and liquidation preferences of the series; |
• | restrictions on the issuance of shares of the same series or of any other class or series; and |
• | the voting rights, if any, of the holders of the series. |
• | a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); |
• | an affiliate of an interested stockholder; or |
• | an associate of an interested stockholder for a period of three years following the time the interested stockholder became an interested stockholder. |
• | our board of directors approves the transaction that made the stockholder an “interested stockholder” prior to the date of the transaction; |
• | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
• | on or subsequent to the time of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
• | neither Great Hill, Anderson nor any of their respective officers, directors, partners, members, shareholders or employees have any fiduciary duty to refrain from engaging in or possessing any interest in other investments, business ventures or persons of any nature or description, independently or with others, similar or dissimilar to, or that compete with, the investments or business of the Company and its subsidiaries, and may provide advice and other assistance to any such investment, business venture or person; |
• | neither Great Hill, Anderson nor any of their respective officers, directors, partners, members, shareholders or employees are obligated to present any particular investment or business opportunity to the Company or its subsidiaries even if such opportunity is of a character that, if presented to the Company or its subsidiaries, could be pursued by the Company or its subsidiaries, and Great Hill, Anderson and their respective officers, directors, partners, members, shareholders or employees have the right to pursue for their own account or to recommend to any other person any such business or investment opportunity; except if such opportunity is expressly offered to such person solely in his or her capacity as a director of the Company; and |
• | the Company and its subsidiaries have waived and renounced any right, interest or expectancy to participate in, or being offered an opportunity to participate in, business opportunities that are from time to time presented to Great Hill, Anderson or their respective officers, directors, partners, members, shareholders or employees or business opportunities of which Great Hill, Anderson or their respective officers, directors, partners, members, shareholders or employees gain knowledge, even if the opportunity is competitive with the business of the Company, other than any corporate opportunity presented to any director of the Company if such opportunity is expressly offered to such person solely in his or her capacity as a director of the Company. |
• | the title and series of such debt securities; |
• | any limit upon the aggregate principal amount of such debt securities of such series; |
• | whether such debt securities will be in global or other form; |
• | the date or dates and method or methods by which principal and any premium on such debt securities is payable; |
• | the interest rate or rates (or method by which such rate will be determined), if any; |
• | the dates on which any such interest will be payable and the method of payment; |
• | whether and under what circumstances any additional amounts are payable with respect to such debt securities; |
• | the notice, if any, to holders of such debt securities regarding the determination of interest on a floating rate debt security; |
• | the basis upon which interest on such debt securities shall be calculated, if other than that of a 360-day year of twelve 30-day months; |
• | the place or places where the principal of and interest or additional amounts, if any, on such debt securities will be payable; |
• | any redemption or sinking fund provisions, or the terms of any repurchase at the option of the holder of the debt securities; |
• | the denominations of such debt securities, if other than $1,000 and integral multiples thereof; |
• | any rights of the holders of such debt securities to convert the debt securities into and/or exchange the debt securities for, other securities, cash or other property; |
• | the terms, if any, on which payment of principal or any premium, interest or additional amounts on such debt securities will be payable in a currency other than U.S. dollars; |
• | the terms, if any, by which the amount of payments of principal or any premium, interest or additional amounts on such debt securities may be determined by reference to an index, formula, financial or economic measure or other methods; |
• | if other than the principal amount thereof, the portion of the principal amount of such debt securities that will be payable upon declaration of acceleration of the maturity thereof or the method by which such portion is to be determined; |
• | any events of default or covenants in addition to or in lieu of those described herein and remedies therefor; |
• | whether such debt securities will be subject to defeasance or covenant defeasance; |
• | the terms, if any, upon which such debt securities are to be issuable upon the exercise of warrants, units or rights; |
• | any trustees and any authenticating or paying agents or registrars or any other agents with respect to such debt securities; |
• | whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination; |
• | whether such debt securities will be guaranteed and the terms thereof; |
• | whether such debt securities will be secured by collateral and the terms of such security; and |
• | any other specific terms of such debt securities and any other deletions from or additions to or modifications of the indenture with respect to such debt securities. |
(a) | change the stated maturity of the principal of, or any premium, interest or additional amounts on, such debt securities, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest or any additional amounts thereon, or reduce any premium payable on redemption thereof or otherwise, or reduce the amount of the principal of debt securities issued with original issue discount that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy, or change the redemption provisions or adversely affect the right of repayment at the option of the holder, or change the place of payment or currency in which the principal of, or any premium, interest or additional amounts with respect to any debt security is payable, or impair or affect the right of any holder of debt securities to institute suit for the payment after such payment is due (or, in the case of redemption, on or after such redemption date or, in the case of repayment at the option of the holder, on or after such payment is due); |
(b) | reduce the percentage of outstanding debt securities of any series, the consent of the holders of which is required for any such supplemental indenture, or the consent of whose holders is required for any waiver or reduce the requirements for quorum or voting; |
(c) | modify any of the provisions of the sections of such indenture relating to supplemental indentures with the consent of the holders, waivers of past defaults or waivers of certain provisions or covenants, except to increase any such percentage or to provide that certain other provisions of such indenture cannot be modified or waived without the consent of each holder affected thereby; or |
(d) | make any change that adversely affects the right to convert or exchange any security into or for common stock or other securities, cash or other property in accordance with the terms of the applicable debt security. |
(a) | to evidence the succession of another corporation to the company and the assumption by any such successor of the covenants of the company in such indenture and in the debt securities issued thereunder; |
(b) | to add to the covenants of the company for the benefit of the holders of any series of debt securities issued thereunder or to surrender any right or power conferred on the company pursuant to the indenture; |
(c) | to establish the form and terms of debt securities issued thereunder; |
(d) | to evidence and provide for a successor trustee under such indenture with respect to one or more series of debt securities issued thereunder or to provide for or facilitate the administration of the trusts under such indenture by more than one trustee; |
(e) | to cure any ambiguity, to correct or supplement any provision in the indenture that may be defective or inconsistent with any other provision of the indenture or to make any other provisions with respect to matters or questions arising under such indenture; provided that no such action pursuant to this clause (e) shall adversely affect the interests of the holders of any series of debt securities issued thereunder in any material respect; |
(f) | to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of securities under the indenture; |
(g) | to add any additional events of default with respect to all or any series of debt securities; |
(h) | to supplement any of the provisions of the indenture as may be necessary to permit or facilitate the defeasance and discharge of any series of debt securities, provided that such action does not adversely affect the interests of any holder of an outstanding debt security of such series or any other security in any material respect; |
(i) | to make provisions with respect to the conversion or exchange rights of holders of debt securities of any series; |
(j) | to convey, transfer, assign, mortgage or pledge to the trustee as security for the debt securities of any series any property or assets; |
(k) | to add guarantees in respect of the debt securities of one or more series; |
(l) | to change or eliminate any of the provisions of the indenture, provided that any such change or elimination become effective only when there is no security of any series outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; |
(m) | to provide for certificated securities in addition to or in place of global securities; |
(n) | to qualify such indenture under the Trust Indenture Act of 1939, as amended; |
(o) | with respect to the debt securities of any series, to conform the text of the indenture or the debt securities of such series to any provision of the description thereof in the company’s offering memorandum or prospectus relating to the initial offering of such debt securities, to the extent that such provision, in the good faith judgment of the company, was intended to be a verbatim recitation of a provision of the indenture or such securities; or |
(p) | to make any other change that does not adversely affect the rights of holders of any series of debt securities issued thereunder in any material respect. |
(a) | default for 30 days in the payment when due of interest on, or any additional amount in respect of, any series of debt securities; |
(b) | default in the payment of principal or any premium on any series of the debt securities outstanding under the indenture when due; |
(c) | default in the payment, if any, of any sinking fund installment when and as due by the terms of any debt security of such series, subject to any cure period that may be specified in any debt security of such series; |
(d) | failure by the company for 60 days after receipt by registered or certified mail of written notice from the trustee upon written instruction from holders of at least 25% in principal amount of the then outstanding debt securities of such series to comply with any of the other agreements in the indenture and stating that such notice is a “Notice of Default” under the indenture; and provided, that a failure to comply with any such other agreement in the indenture that results from a change in generally accepted accounting principles shall not be deemed to be an event of default; |
(e) | certain events of bankruptcy, insolvency or reorganization of the company; and |
(f) | any other event of default provided in the prospectus supplement, documents incorporated by reference, or free writing prospectus with respect to a particular series of debt securities, provided that any event of default that results from a change in generally accepted accounting principles shall not be deemed to be an event of default. |
(a) | all debt securities of such series previously authenticated and delivered, with certain exceptions, have been delivered to the trustee for cancellation; or |
(b) | (i) the debt securities of such series have become due and payable, or mature within one year, or all of them are to be called for redemption within one year under arrangements satisfactory to the trustee for giving the notice of redemption and the company irrevocably deposits in trust with the trustee, as trust funds solely for the benefit of the holders of such debt securities, for that purpose, money or governmental obligations or a combination thereof sufficient (in the opinion of a nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the trustee) to pay and discharge the entire indebtedness on the debt securities of such series to maturity or redemption, as the case may be, and pays all other sums payable by it under such indenture; and |
(a) | the company has irrevocably deposited in trust with the trustee as trust funds solely for the benefit of the holders of the debt securities of such series, for payment of the principal of and interest of the debt |
(b) | such defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which the company is a party or by which it is bound; |
(c) | no event of default or event which with notice or lapse of time would become an event of default with respect to such debt securities of such series shall have occurred and be continuing on the date of such deposit; |
(d) | the company shall have delivered to such trustee an opinion of counsel as described in the indenture to the effect that the holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the company’s exercise of its option under this provision of such indenture and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance or covenant defeasance had not occurred; |
(e) | the company has delivered to the trustee an officer’s certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in such indenture relating to the defeasance contemplated have been complied with; |
(f) | if the debt securities are to be redeemed prior to their maturity, notice of such redemption shall have been duly given or in another manner satisfactory to the trustee; and |
(g) | any such defeasance or covenant defeasance shall comply with any additional or substitute terms provided for by the terms of such debt securities of such series. |
(a) | the rights of holders of outstanding debt securities of such series to receive payments in respect of the principal of, interest on or premium or additional amounts, if any, payable in respect of, such debt securities when such payments are due from the trust referred in clause (a) in the preceding paragraph, and any rights of such holder to convert or exchange such debt securities into common stock or other securities, cash or other property; |
(b) | the issuance of temporary debt securities, the registration, transfer and exchange of debt securities, the replacement of mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment and holding payments in trust, and the company’s obligations with respect to the payment of additional amounts, if any, on such securities, and with respect to any rights to convert or exchange such securities into common stock or other securities, cash or other property; |
(c) | the rights, powers, trusts, duties and immunities of the trustee, and the company’s obligations in connection therewith; and |
(d) | the defeasance or covenant defeasance provisions of the indenture. |
• | a limited-purpose trust company organized under the New York Banking Law; |
• | a “banking organization” within the meaning of the New York Banking Law; |
• | a member of the Federal Reserve System; |
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
• | a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. |
• | DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be; |
• | we determine, in our sole discretion, not to have such securities represented by one or more global securities; or |
• | an event of default has occurred and is continuing with respect to such series of securities, |
| | Common Stock Beneficially Owned | |||||||||||||
Name of Beneficial Owner | | | Prior to this Offering | | | Maximum number of common stock shares that may be offered pursuant to this prospectus | | | After this Offering | ||||||
| | Number | | | % | | | | | Number | | | % | ||
Entities affiliated with Anderson(1) | | | 22,133,243 | | | 33.84% | | | 22,133,243 | | | — | | | * |
Entities affiliated with Great Hill(2) | | | 18,255,870 | | | 27.91% | | | 18,241,686 | | | 14,184 | | | * |
John Hall(3) | | | 7,448,943 | | | 10.98% | | | 7,441,351 | | | 7,592 | | | * |
* | Less than 1%. |
(1) | Consists of (i) 20,213,243 shares of common stock held of record by Anderson and (ii) 1,920,000 shares of common stock held of record by Aranda Investments Pte. Ltd. (“Aranda”). Anderson is a direct wholly-owned subsidiary of Thomson Capital Pte. Ltd., or Thomson, which in turn is a direct wholly-owned subsidiary of Tembusu Capital Pte. Ltd., or Tembusu, which in turn is a direct wholly-owned |
(2) | Consists of (i) 18,176,401 shares of common stock held of record by Great Hill Equity Partners IV, LP (“GHEP IV”); (ii) 65,285 shares of common stock held of record by Great Hill Investors, LLC (“GHI LLC”); (iii) 7,092 shares of common stock held of record by Chris Gaffney; and (iv) 7,092 shares of common stock held of record by Derek Schoettle. GHP IV, LLC (“GHP IV”) is the general partner of Great Hill Partners GP IV, L.P. (“GP IV”), which is the general partner of GHEP IV. Voting and investment determinations with respect to the securities held of record by GHEP IV are made by the Managers of GHP IV, who are Chris S. Gaffney, Matthew T. Vettel, Mark D. Taber, and Michael A. Kumin. As such, each of the foregoing individuals and entities may be deemed to share beneficial ownership of the securities held of record by GHEP IV. Voting and investment determinations with respect to the securities held of record by GHI LLC are made by its Managers, who are Chris S. Gaffney, Matthew T. Vettel, Mark D. Taber, and Michael A. Kumin. As such, each of the foregoing individuals may be deemed to share beneficial ownership of the securities held of record by GHI LLC. The shares of common stock held of record by Chris Gaffney and Derek Schoettle beneficially owned by GHEP IV pursuant to its amended and restated limited partnership agreements. Each individual named in this footnote disclaims any such beneficial ownership. The address of each of these individuals and entities is c/o Great Hill Partners, LP, 200 Clarendon Street, 29th Floor, Boston, MA 02116. |
(3) | Consists of (i) 5,011,194 shares of common stock held of record by John Hall and (ii) 2,437,749 shares of common stock subject to equity awards held by Mr. Hall that are vested and exercisable within 60 days of the date hereof. Mr. Hall is our Chief Executive Officer and Chairman of the Board, and his address is c/o Intapp, Inc., 3101 Park Blvd, Palo Alto, CA 94306. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | in underwritten transactions; |
• | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction or any other national securities exchange on which our securities are listed or traded; |
• | to or through underwriters or broker-dealers; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in privately negotiated transactions; or |
• | through a combination of any of the above methods of sale. |
• | the name or names of any underwriters, dealers or agents; |
• | the purchase price of such securities and the proceeds to be received by us, if any; |
• | any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; |
• | any initial public offering price; |
• | any discounts or concessions allowed or reallowed or paid to dealers; |
• | the name of any selling securityholder and the number of and type of securities beneficially owned by such selling securityholder; and |
• | any securities exchanges on which the securities may be listed. |
• | our Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on September 9, 2022; |
• | the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended June 30, 2022 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 3, 2022; |
• | our Quarterly Reports on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022, for the quarter ended December 31, 2022, filed with the SEC on February 8, 2023, and for the quarter ended March 31, 2023, filed with the SEC on May 9, 2023; |
• | our Current Reports on Form 8-K and Amended Current Reports on Form 8-K/A, filed with the SEC on November 8, 2022, November 16, 2022, and November 18, 2022; and |
• | the description of our common stock and preferred stock, contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on September 9, 2022, and any amendment or report filed with the SEC for the purpose of updating the description. |