|
Proposed Maximum
Aggregate Value of Transaction |
Fee
Rate
|
Amount of
Filing Fee |
||||||||||
|
Fees to be Paid
|
$
|
2,332,307,406
|
(1)
|
|
.0001102
|
$
|
257,021
|
(2)
|
||||
|
Fees Previously Paid
|
$
|
0
|
$
|
0
|
||||||||
|
Total Transaction Valuation
|
$
|
2,332,307,406
|
||||||||||
|
Total Fees Due for Filing
|
$
|
257,021
|
||||||||||
|
Total Fees Previously Paid
|
$
|
0
|
||||||||||
|
Total Fee Offsets
|
$
|
0
|
||||||||||
|
Net Fee Due
|
$
|
257,021
|
||||||||||
|
(1)
|
Aggregate number of securities to which transaction applies: As of November 4, 2022, the maximum number of shares of the Registrant’s
common stock to which this transaction applies is estimated to be 103,086,636, which consists of (1) 85,359,051 shares of common stock entitled to receive the per share merger consideration of $23.25; (2) 11,428,525 shares of common stock
underlying stock options, which may be entitled to receive the per share merger consideration of $23.25 minus any applicable exercise price; (3) 4,148,059 shares of class A common stock underlying outstanding restricted stock units, which may
be entitled to receive the per share merger consideration of $23.25; and (4) 2,151,001 additional shares of common stock reserved for issuance pursuant to the employee stock purchase plan.
|
||||||||||||
|
(2)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of November 4, 2022, the underlying value of the transaction was calculated based on the sum of (1) the product of
85,359,051 shares of common stock and the per share merger consideration of $23.25; (2) the product of 11,428,525 shares of common stock underlying stock options and $17.61 (which is the difference between the per share merger consideration
of $23.25 and the weighted average exercise price of $5.64); (3) the product of 4,148,059 shares of class A common stock underlying outstanding restricted stock units and the per share merger consideration of $23.25; and (4) the product of
2,151,001 shares of common stock reserved for issuance under the employee stock purchase plan and the per share merger consideration of $23.25. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing
fee was determined by multiplying the sum calculated in the preceding sentence by .0001102.
|
||||||||||||