Uber discloses major stake in Neutron Holdings
Uber Technologies, Inc. filed a Form 3 as a more than 10% owner of Neutron Holdings, Inc. (LIME), reporting existing holdings rather than new trades.
Rhea-AI Filing Summary
Uber Technologies, Inc. filed a Form 3 as a more than 10% owner of Neutron Holdings, Inc. (LIME), reporting existing holdings rather than new trades. Uber holds 3,394,313 shares of Common Stock, plus convertible securities that can turn into additional Common Stock upon the company’s initial public offering.
These include 2020 convertible notes originally issued at about $85 million of principal, accruing 4.0% non‑compounding interest and maturing seven years after issuance, and 2021 convertible notes issued at about $50 million of principal, with a step‑up interest rate structure up to 8.0%. Both note series, as well as Series C preferred stock, automatically convert into Common Stock at IPO‑linked conversion formulas.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Uber Technologies, Inc
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series C Preferred Stock | -- | -- | -- |
| holding | Convertible Notes | -- | -- | -- |
| holding | Convertible Notes | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series C Preferred Stock — 1,063,742 contracts (Direct);
Convertible Notes — 9,601,606 contracts (Direct);
Common Stock — 3,394,313 shares (Direct)
Footnotes (3)
- F1. Each share of the Issuer's convertible preferred stock will be automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering (the "IPO").
- F2. On May 7, 2020, the Issuer issued to the Reporting Person convertible notes in the aggregate principal amount of approximately $85 million (the "2020 Notes"). The 2020 Notes accrue non-compounding interest at a rate of 4.0% per annum and mature seven years following the date of issuance, unless earlier converted pursuant to their terms. At the execution of the underwriting agreement in connection with the IPO, the aggregate outstanding principal balance of the 2020 Notes plus any accrued and unpaid interest will be automatically converted into shares of Common Stock at a ratio based on a conversion price equal to $340.0 million plus any consideration paid by each noteholder for the 2020 Notes divided by the Issuer's fully-diluted capitalization on August 5, 2020.
- F3. On October 29, 2021, the Issuer issued to the Reporting Person convertible notes in the aggregate principal amount of approximately $50 million (the "2021 Notes"). The 2021 Notes initially accrued interest at a rate of 4.0% per annum, which increased by 0.5% in April 2023, and thereafter increasing by 1.0% at every successive six month interval , up to a maximum rate of 8.0%. The 2021 Notes mature on October 29, 2026, unless earlier converted pursuant to their terms. At the execution of the underwriting agreement in connection with the IPO, the aggregate outstanding principal balance of the 2021 Notes plus any accrued and unpaid interest will be automatically converted into shares of Common Stock based on a conversion price equal to the lesser of (i) 80% of the IPO price per share of Common Stock and (ii) a specified valuation cap of $1.5 billion divided by the aggregate amount of fully diluted shares of Common Stock on the applicable conversion date as set forth in the 2021 Notes.
Key Figures
Direct Common Stock holdings: 3,394,313 shares
2020 Notes principal: $85 million
2020 Notes interest rate: 4.0% per annum
+5 more
8 metrics
Direct Common Stock holdings
3,394,313 shares
Common Stock reported by Uber as of transaction date
2020 Notes principal
$85 million
Aggregate principal amount of 2020 convertible notes
2020 Notes interest rate
4.0% per annum
Non-compounding annual interest rate on 2020 Notes
2021 Notes principal
$50 million
Aggregate principal amount of 2021 convertible notes
2021 Notes max interest rate
8.0% per annum
Maximum step-up rate for 2021 Notes
Valuation cap
$1.5 billion
Valuation cap used in 2021 Notes IPO conversion formula
IPO price discount
80% of IPO price
Alternative conversion price for 2021 Notes at IPO
Underlying shares – 2021 Notes example
6,329,623 shares
Underlying Common Stock for one 2021 Notes holding entry
Key Terms
convertible preferred stock, convertible notes, fully-diluted capitalization, valuation cap, +1 more
5 terms
convertible preferred stock financial
"Each share of the Issuer's convertible preferred stock will be automatically converted..."
Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.
convertible notes financial
"the Issuer issued to the Reporting Person convertible notes in the aggregate principal amount..."
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
fully-diluted capitalization financial
"divided by the Issuer's fully-diluted capitalization on August 5, 2020"
Fully-diluted capitalization is the total number of shares that would exist if every potential share — such as stock options, warrants, convertible debt and other instruments that can be turned into stock — were converted or exercised today. Investors use it like counting every possible slice of a pie to judge how much of the company each share represents; a larger fully-diluted count can lower per-share earnings, ownership percentages and implied value.
valuation cap financial
"a specified valuation cap of $1.5 billion divided by the aggregate amount..."
A valuation cap is a term in convertible financing (like convertible notes or SAFEs) that sets the maximum company valuation used to calculate how many shares an early investor receives when the note or SAFE converts into equity at a later priced funding round. It matters to investors because it protects early backers from being pushed into a tiny ownership slice if the company’s price jumps — think of it like a coupon guaranteeing you buy shares as if the company were worth no more than the capped amount, which increases the investor’s eventual percentage ownership compared with converting at the actual higher valuation.
aggregate principal amount financial
"convertible notes in the aggregate principal amount of approximately $50 million"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Uber Technologies’ Form 3 filing reveal about its stake in Neutron Holdings (LIME)?
The Form 3 shows Uber as a more than 10% owner of Neutron Holdings. It reports 3,394,313 Common shares plus multiple convertible note and preferred stock positions that can automatically convert into additional Common Stock in connection with Neutron’s initial public offering.
What are the key terms of Neutron’s 2020 convertible notes held by Uber Technologies?
The 2020 Notes have about $85 million in principal, accrue non‑compounding interest at 4.0% per annum, and mature seven years after issuance. At IPO underwriting, principal plus accrued interest automatically converts into Common Stock using a capitalization‑based conversion price formula.
What are the main features of Neutron’s 2021 convertible notes owned by Uber?
The 2021 Notes total about $50 million in principal. Interest began at 4.0%, increased by 0.5% in April 2023, then by 1.0% every six months up to 8.0%. At IPO underwriting, principal plus interest convert into Common Stock based on an IPO price discount or valuation cap.
How do the 2021 convertible notes conversion terms work for Uber’s Neutron stake?
Upon execution of the IPO underwriting agreement, Uber’s 2021 Notes convert into Common Stock at the lesser of 80% of the IPO price or a $1.5 billion valuation cap divided by fully diluted Common shares, as specified in the note terms.
What happens to Neutron’s Series C preferred stock held by Uber in an IPO?
Each share of Neutron’s convertible preferred stock, including Series C, automatically converts into one share of Common Stock when the initial public offering closes. This means Uber’s preferred holdings become ordinary equity at IPO completion under the stated conversion provision.
AI-generated analysis. How Rhea-AI works. Not financial advice.
