Zipcar Financing Estimate
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Zipcar
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Financing Rounds
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Round nameDateAmt reported ('000s)Preferred SharesPref per shareImplied RaiseAs-converted shares% pre-IPO% post-IPOEst. PriceNotes/GuessesSources
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Series A10/2000$1,300545,056$1.90$1,035,606695,2240.99%0.90%$1.49
Anti-dilution* + convertible notes converting to Common...diff between reported and 424 =~$264k, assume these are converts
1, 2, 3
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Series B12/2002$4,7009,408,742$0.50$4,704,3714,704,3716.68%6.10%$1.00Includes $2m convertible notes raised Fall 20011, 2, 3
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Series C11/2003$2,0005,714,998$0.70$4,000,4992,857,4994.06%3.71%$1.40No idea why reported and 424 so different, could be $2m convertibles was later than remembered by Danielson1, 2, 3
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Series D1/2005$10,00010,117,134$1.16$11,735,8755,058,5677.18%6.56%$2.32Benchmark led1, 2, 3
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Series E11/2006$25,0006,497,389$3.85$25,014,9483,248,6954.61%4.21%$7.70Benchmark led, Greylock invested1, 2, 3
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Series F11/2007$45,00014,307,602$3.11$44,496,6427,153,80110.16%9.28%Issued for Flexcar acquisition1, 2, 3, 6
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Series G12/2010$21,0002,759,527$7.61$21,000,0001,379,7641.96%1.79%$15.22Meritech led1, 2, 3
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Total pre-IPO pfd$109,00049,350,44825,097,92035.63%32.55%
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S-1 adjustment-38Probably rounding
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Adj pre-IPO pfd25,097,8824
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Common
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Founders980,9911.39%1.27%This is the remainder. Est. from Danielson saying she owned 1.3%. If this is pre-dilution (as-converted, no options/warrants), pre-IPO, then Danielson= ~412,000 so Chase=~570,000...call them both ~570k to start and Danielson going to ~410
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Streetcar acq.4,092,7715.81%5.31%5
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Exercised options574,3550.82%0.74%7
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Rest. stock to CEO700,0000.99%0.91%7, 9
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Rest. stock to directors173,3700.25%0.22%7, 8
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Convertible notes$325,000100,6190.14%0.13%Assume 15% discount to $1.90*2 (for split)
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Total Common6,622,1069.40%8.59%Should be 6,622,106, as per 4244
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Outstanding, as-converted31,719,988
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Options out, unexercised5,237,3757.44%6.79%4, 7
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Warrants out, unexercised1,759,4012.50%2.28%4, 7
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Total pre-IPO fully diluted70,436,75391.35%
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IPO**4/2011$120,0006,666,667$18.006,666,6678.65%Primary shares only4
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Post-IPO77,103,420
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* The weighted average anti-dilution calculation seems to assume there were only 997k shares outstanding before the B...so this must exclude the option pool, the Series A, and the common issued for the convertible notes. This is weird so I assume something else went on here but I don't know what.
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** Of the 9.7m shares offered in the IPO, 6.7m were sold by the company. The rest were sold by existing shareholders.
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Data sources:
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1) The liquidation preference amount per share by series, assumed to be equal to the original purchase price per unconverted share, can be found in the Prospectus on page F-24, among other places.
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2) The number of shares of each series of Preferred can be found in the Prospectus on page F-22.
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3) The Preferred to Common conversion ratio can be found in the Prospectus on page F-23.
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4) The total post-IPO number of shares and options can be found in the Prospectus on pages 7 and 8.
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5) The Streetcar acquisition is discussed in the Prospectus on page 40.
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6) The Flexcar acquisition is discussed in the Prospectus on page 51.
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7) The various stock option plans are described in the Prospectus on pages 112-116.
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8) The restricted stock given to Directors is discussed in the Prospectus on pages 117-118.
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9) The restricted stock given to the CEO is discussed in his employment agreement: https://www.sec.gov/Archives/edgar/data/1131457/000095013010001923/dex1010.htm, and the amount he holds is in the Prospectus on page 109.
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Founder share estimates
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Danielson "1.3% at IPO"1.30%412,360
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Chase1.80%570,960
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Chase "< 3%"3.00%951,600
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Weighted Average Anti-Dilution on A at B
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Series A issued at$3.80
(This is post 2:1 split)
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Stock out post-A1,513
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Stock out pre-B997
(to get to actual new convert price of $1.4896)
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Raised in B$4,704
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Issuable at A price1,238
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Issued at B Price4,704
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New A convert price$1.4896
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Data
Before Series A
After Series A
After Series B
After Series C
After Series D
After Series E
After Series F
After Series G
Cap Table post-IPO
 
 
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