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Table of Contents Filed Pursuant to Rule 424(b)(4)

Registration No. 333-XXXXXX

PROSPECTUS [Number of Shares]

Class A Common Stock

The Honest Company, Inc is offering shares of its Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholder. This is our initial public offering and no market currently exists for our shares of Class A

common stock.

We will have class(es) of common stock.

We expect to list our common stock on the NASDAQ Global Select Market under the symbol “HNST”

Investing in our Class A common stock involves risks. See “Risk Factors” on page 14.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved

of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary

is a criminal offense.

Per Share Total Initial public offering price $ $ Underwriting discount1 $ $ Proceeds, before expenses, to The Honest Co. $ $ Proceeds, before expenses, to the selling stockholders $ $

1We have agreed to reimburse the underwriters for certain expenses; see “Underwriting.”

To the extent that the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an additional shares from at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares to purchasers on , 2015.

WELLINGTON MANAGEMENT COMPANY LLP LIGHTSPEED VENTURE PARTNERS

INSTITUTIONAL VENTURE PARTNERS GENERAL CATALYST PARTNERS

ICONIQ CAPITAL April 22, 2015

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TABLE OF CONTENTS Prospectus Summary 5 Risk Factors 14 Special Note Regarding Forward-Looking Statements 33 Industry Data and User Metrics 35 Use of Proceeds 37 Dividend Policy 37 Capitalization 38 Dilution 40 Selected Consolidated Financial Data 42 Management’s Discussion and Analysis of Financial Condition and Results of Operations 46 Business 74 Management 93

Executive Compensation 101 Related Party Transactions 121 Principal and Selling Stockholders 129 Description of Capital Stock 132 Shares Eligible for Future Sale 139 Material U.S. Federal Tax Considerations for Non-U.S. Holders of Class A Common Stock 145 Underwriting 147 Legal Matters 154 Experts 154 Where You Can Find Additional Information 154 Index to Consolidated Financial Statements F-1

Neither we, nor the selling stockholders, nor the underwriters, have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

The information in this preliminary prospectus is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in our proposed initial public offering, and only the preliminary prospectus dated 2015, is authorized by us to be used in connection with our proposed initial public offering. We will only distribute the preliminary prospectus and the underwriters named herein and no other person has been authorized by us to use this document to offer or sell any of our securities.

Until 2015 (25 days after the commencement of our initial public offering), all dealers that buy, sell, or

trade shares of our Class A common stock, whether or not participating in our initial public offering, may be

required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver

a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we, nor the selling stockholders, nor the underwriters have done anything that would permit our initial public offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States.

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PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Class A common stock. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections

entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Our Mission

Our mission is to empower people to live a healthy, happy life. We're committed to creating effective, safe,

delightful, accessible, responsible products.

Our Company

We passionately believe in creating unquestionably safe, eco-friendly, beautiful, convenient, and affordable

products for babies and homes. Our award-winning, non-toxic family essentials include bath/skin care, household cleaning, supplements, oral care, baby products, and exclusive designer collaboration items. Through our website Honest.com, we offer our products through a monthly subscription service of customized product bundles or single item purchase that are conveniently door-delivered.

On a broader level, we strive to be the one-stop-shop for the safest products, best service, and most useful tools

and information for today’s modern families, with the ultimate goal of redefining the family brand by helping create healthier, happier homes and a better future for all children.

Our large and growing customer base is a testament to our ability to deliver to our customers’ doorsteps family essentials that are savvy, stylish, and sustainable; all the while supported by extraordinary service and convenience. In addition, the growth of our products from our retail partners as well as the successful launch into Canada proves that there is an unmet global need for safe, everyday family products.

We are seeing significant success in leveraging four of the key trends of the modern e-commerce era: uniform brand across products, web-based subscriptions, brick-and-mortar distribution, and a celebrity brand ambassador in our co-founder, Jessica Alba.

As a certified B Corporation (we will be the first B Corporation to ever commence an initial public offering), we strive to promote sustainability, engage employees and community, and support non-profit initiatives working to solve critical health and social issues affecting children and families. As a social enterprise and mission-driven company, our “Social Goodness” (CSR) platform aims to build healthy, safe families by investing in the whole development of children ages 0-3 and supporting young people in pursuit of their dreams. A percentage of sales are donated to Baby2Baby.org. We also support non-profit partnerships by donating products and employee time. To date, over a half million Honest products have been donated to assist more than 50,000 families through more than 1,300 employee volunteer hours.

At the scale at which we now operate, the combination of our large and growing customer base in a highly desirable demographic, wholesale vendors, and fulfillment infrastructure has resulted in what we believe is a significant competitive advantage.

We have achieved the following significant growth milestones:

As of late 2014, our current pre-money valuation is at nearly $1 billion;

In 2014, our revenue exceeded $150 million, more than three times from 2013;

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On August 26, 2014, we raised $70 million in a Series C funding round; investors included Iconiq Capital; General Catalyst Partners; Institutional Venture Partners (IVP); Lightspeed Venture Partners; and Wellington Management;

On November 11, 2013, we raised $25 million in a Series B funding round; investors included Pritzker Group Venture Capital; Lightspeed Venture Partners; General Catalyst Partners; IVP; and Iconiq Capital;

On March 23, 2012, we raised $27 million in a Series A funding round; investors included IVP; Lightspeed Venture Partners; and General Catalyst Partners;

As of April 2015, we had active customers, or customers who had purchased at least once in the last year, an increase of from active customers we had as of July 1, 2014;

For the 12 months ended December 31, 2014, we generated of revenue per active customer, a increase from the of revenue per active customer we generated during the 12 months ended December 31, 2014;

For the 12 months ended December 31, 2014, % of our U.S. orders were placed by customers who had previously purchased from us, up from % during the 12 months ended December 31, 2013; and

For 2013 and the six months ended June 30, 2014, we reported $ million and $ million in net sales, representing growth of % and % from 2013 and the six months ended July 1, 2012, respectively.

For 2014 and the six months ended June 30, 2015, we reported $ million and $ million in net sales,

representing growth of % and % from 2013 and the six months ended July 1, 2014, respectively. For 2013 and the six months ended June 30, 2014, we reported a net loss of $ million and $ million in net income, an improvement from net losses of $ million and $ million in 2013 and the six months ended July 1, 2013, respectively. For 2013 and the six months ended June 30, 2014, we reported $( ) million and $ million in Adjusted EBITDA, an improvement from $( ) million and $( ) million in 2013 and the six months ended July 1, 2013, respectively. We have been free cash flow positive on an annual basis since 2011. For information on how we define and calculate active customers, revenue per active customer, the non-GAAP financial measures Adjusted EBITDA and free cash flow, and for reconciliations of Adjusted EBITDA to net loss and free cash flow to net cash (used in) provided by operating activities, see the sections of this prospectus captioned “Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Key Financial Metrics.”

Our Products

Subscription Plans. Nearly 80 percent our sales come from our subscription plans, which let customers bundle items and have them delivered monthly. Those subscribers pay up front, providing us with more cash flow and predictable, repeating revenue. Customers are not charged a monthly membership fee. Bundles will typically be shipped every four weeks, unless specified otherwise by the customer. Customers also pay shipping and handling prices. Our largest selling item are diapers: The company ships more than 10,000 product orders daily, and half include our fashionably patterned, plant-based diapers. To promote our cleaning and personal care products, we offer free trials (customers pay $6 for shipping), which results in a 50% new customer acquisition rate.

By ordering in bundles, the customers experience the following benefits:

Customers can save up to 40% versus ordering items individually;

The process is convenient and customizable, in which customers can choose the products they need and want and set the shipping frequency;

The bundles operate as a pay-as-you-go process. There are no commitments or upfront fees, and customers pay only when their Bundle has shipped; and

Customers can cancel their Bundle at any time.

There are four offered Bundles:

1. Organic Infant Formula + DHA Bundle – At $119.95 per Bundle, it includes certified organic, premium, and nutritionally complete Organic Premium Infant Formula and ultra-pure Baby DHA. Customers can set the frequency of their shipment, and add new and exclusive Honest products at a 25% discount.

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2. Diapers & Wipes Bundle – At $79.95 per Bundle, it includes one monthly shipment of six jumbo bags of Honest Diapers, and four packages of Honest Wipes. Customers can customize their order based on the baby's weight, and choose the number of diapers they want in each pack.

3. Essentials Bundle – At $35.95 per Bundle, it allows users to pick five cleaning items to ship every month, including shampoo/body wash, hand soap, bug spray and laundry detergent.

4. Health & Wellness Bundle – Also at $35.95 per Bundle, users pay for two vitamin/supplement items, such as prenatal multivitamins, baby and toddler multivitamins or DHA/Omega 3.

Individual Plans. Customers can also buy individual products on a one-off basis without subscribing to a Bundle from the site. These products includes mouthwash, baby powder, sunscreen, laundry detergent, shampoo, diapers, or any of our other seventy products.

Industry Overview and Market Opportunity

Mothers Shop on the Internet for Everyday Goods. BSM Media, which specializes in marketing to moms, pegged U.S. mom buying power at an annual $2.25 trillion as of June 2013. Moreover, according to a recent report by leading industry research firm eMarketer, it is estimated that in 2015, 34 million mothers in the U.S. will use the Internet, representing nearly 95% of adult females with children under 18-years old in their household and 13.1% of all Internet users. Women account for 58% of all total online spending, and 22% shop online at least once a day. And for our target demo of busy but eco-conscious moms, convenience is also a real factor.

E-Commerce is a Dynamic and Fast-Growing Market. According to a 2014 study released by Forrester Research, Inc., U.S. e-commerce sales are expected to grow from $263 billion in 2013 to $414 billion in 2018, a compound annual growth rate of 9.5%. Moreover, e-commerce’s share of total retail sales will continue to inch upward, from 8% in 2013 to 11% in 2018. The dollar growth from the actual 2013 figure of $263 billion to the forecast $414 billion for 2018 is 57.4%. According to the International Data Corporation, a market research firm, the number of U.S. mobile online shoppers is expected to grow from 52 million in 2012 to 189 million in 2017, a 29.3% CAGR. About 80% of our revenue comes from our monthly subscription service. To maintain this level, we tap into the latest e-commerce trends, including selling monthly subscriptions, using software algorithms to determine personal preferences, and eliminating middlemen by designing products in-house and selling them directly to consumers.

Social Networking Also Plays a Significant Role in Moms’ Shopping. Sixty-four percent of moms ask other mothers for advice before they purchase a new product and 63% of all mothers surveyed consider other moms the most credible experts when they have questions. More critically, 92% of women pass along information about deals or finds to other women. BabyCenter’s polling in March 2013 among U.S. mom social network users found 45% stating they used Facebook to research products. In addition, moms are influenced when they see that a friend “liked” something: Forty-four percent of BabyCenter’s respondents said they were influenced to make a purchase because a friend “liked” or posted about the brand on a social network. Accordingly, we market ourselves as a company “created by moms, for moms” with a stated purpose to offer safe and healthy family products.

Natural, Eco-Friendly Consumer Products Are in Massive Demand. According to a recent report by research and consulting firm Natural Marketing Institute, the natural consumer goods and eco-friendly household product industry is a $10 billion plus market. Thanks to increased awareness about toxic ingredients and improved efficacy of natural beauty products, Americans are also being more critical about their personal care purchases. The natural and

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organic personal care industry is now valued at $9.6 billion and saw a 9.8% boost in sales last year. According to a 2014 survey by Kantar Worldpanel, 43% of women ages 25-34 (the primary age of mothers) said they preferred personal care products with natural organic ingredients. Skin care was the biggest contributor to sales and experienced the most growth. Also experiencing double-digit growth were cosmetics, bath, soap products, and natural fragrances. In response to this clear market demand, we strive to ensure that mothers have access to non-toxic, eco-friendly family products that don’t break the bank. In addition, market research has determined that alternatives are often expensive, inaccessible, bland, or ineffective. Our diapers, cleaning, feeding and personal care products are designed with delight in mind, and never contain harmful or toxic ingredients.

Our Competitive Strengths

We are one of the largest and fastest-growing natural, eco-friendly e-commerce companies in the United States. Our success is attributed to our following key strengths:

Clear mission and brand voice. We actively and proudly stand for our customers access to non-toxic, eco-friendly, beautiful family products that don’t break the bank. In addition, through our online blog Honestly.com, we are dedicated to providing customers with guidance and advice in “all that is best in natural, healthy, and stylish”. Finally, our product development is customer-driven. We don’t make products that we want to make; we make the ones our customers demand.

Exceptional Customer Loyalty and Reach. Our quality, eco-friendly, and natural family products for baby and home has drawn a large fan base. We have over 1.3 million social media followers, with approximately 1.25 million “likes” on Facebook and almost 80,000 “followers” on Twitter. We also attract loyal fans through our charitable “Social Goodness” campaigns that focus on building healthier and safe families.

Innovative merchandising. In addition to our subscription-based e-commerce products, we collaborate with premium brands and designers who are consistent with our mission.

Established Network of Premier Wholesale Partners. We are a leading brand in premier U.S. department stores, including Nordstrom, Target, Costco, and Whole Foods, as well as in select specialty stores – mostly small business boutiques that share our vision and values – nationwide. Our product offerings and brand also resonate with customers outside the U.S., as demonstrated by the strong growth experienced in Canada. Looking forward, we believe there are opportunities for further growth and productivity gains with our wholesale partners through new initiatives such as product line extensions and the featured prominence of our product displays.

Strong partnerships. Aside from our consumer products, we partner with leading organizations that promote healthy families. For example, September 2014, we partnered with the New York- based Mount Sinai Health System to launch The Honest Company Ultra Clean Room, which is part of the Mount Sinai’s Environmental Health Center (CEHC). The Ultra Clean Room is a state-of-the-art facility that will measure the impact on children's health chemicals in the environment.

Charitable vision. Through our charitable endeavors, we focus on educating, empowering, and impacting the world in a positive way as a social enterprise. Our founding charter puts a passionate focus on maximum social goodness, not only to promote social responsibility, but also to commit to a more sustainable planet. Our partners include Baby2Baby, World Wildlife Fund, and the YMCA.

Experienced Management Team. We have assembled a world-class management team with extensive experience across a broad range of disciplines including global brand building, e-commerce, merchandising, marketing, design, operations, retail, international, licensing and finance. Our highly skilled team is led by our Chief Executive Officer (“CEO”), Brian Lee, who co-founded Legalzoom.com and ShoeDazzle.com; our Chief Operations Officer (“COO”), Sean Kane, formerly of Pricegrabber.com; our Chief Products Officer (“CPO”), Christopher Gavigan, who was previously CEO of Healthy Child Healthy World; and our Chief Financial Officer (“CFO”), David Parker, who was previously CFO of GMI.

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Recent Developments

We are looking at potential deals in technology and manufacturing in addition to other e-commerce businesses and distribution platforms. The money will be used to expand our product line as well as its international reach. For example, we have been discussing partnership talks to expand into China.

We will be honored be honored as a “Pioneer in Sustainability” at the Fourth Annual SBC Industry Achievement Awards on April 22, 2015.

Our Growth Strategy

Our mission is to redefine the family brand by helping to create healthier, happier homes and a better future for

all children. To further this goal, we intend to continue to invest in a number of growth initiatives to allow us to pursue our mission aggressively. Our strategies for growth include:

Innovate and Advance New and Existing Product Opportunities. We believe there are significant opportunities to capitalize on our strong customer loyalty and growing customer base by enhancing our current product assortment and introducing new product categories in order to provide additional reasons to shop the The Honest Company brand. We plan to build sales of existing product categories by elevating our personal care and home cleaning essentials along with nutritional supplements. Additionally, we continue to identify new product categories that will allow us to capture incremental share from existing customers and attract new customers. Categories already identified include household cleaning products such as laundry detergent, surface cleaners, and dish soap.

Increase Wholesale Penetration. We believe we can continue to increase wholesale sales by enhancing assortments in existing product categories, introducing new product categories and improving our visual presentation, space layout, and fixtures. Moreover, every package sold through our wholesale partners invites consumers to become a member at Honest.com, making it a potentially less expensive customer acquisition channel than online and television advertising.

Expand Our International Business. Given increasing worldwide demand for eco-friendly, non-toxic family essential goods, targeted international expansion represents a compelling growth opportunity. Our products are currently sold in the United States and Canada. We believe we can increase international sales by increasing wholesale penetration and productivity and offering product shipping to attractive international markets including select European countries, Asia, and Australia.

Build Our Honest Brand Awareness. We have a significant opportunity to increase brand awareness and drive incremental sales. To address this opportunity, we intend to increase our marketing investment across a range of strategic initiatives, including cooperative advertising with wholesale partners, digital media, social media initiatives, targeted product placement, and celebrity outreach. We also believe our brand awareness will increase our visibility at our wholesale partner locations.

Foster Our Passionate Community of Moms. We benefit from a vibrant and engaged user community – mothers. We are investing in initiatives to further expand and energize this group, both online through our blog Honestly.com and through social engagement events.

Treasure and Cultivate our Exceptional Culture. We believe our company culture, which we call the “Honest lifestyle” is a core ingredient of our success. Our employees share a passion for our vision and values, which permeates our organization and drive our identity as a company.

Our Key Metrics

The key metrics we use to measure our business include revenue, free cash flow, and consolidated segment operating (loss) income, or CSOL. Free cash flow and CSOL are non-GAAP financial measures. See “SUMMARY CONSOLIDATED FINANCIAL DATA – Non-GAAP Financial Measures” for a reconciliation of these measures to the most applicable financial measures under U.S. GAAP.

We believe revenue is an important indicator for our business because it is a reflection of the popularity and growth of our products. From 2011 to 2014, we generated revenue of $ .

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Free cash flow is a non-GAAP financial measure that we calculate as net cash (used in) provided by operating activities less net cash used in capital expenditures. We believe free cash flow is an important indicator of our business because it measures the amount of cash we generate after expenditures such as marketing, wages, benefits, capital expenditures, and other items. Free cash flow also reflects changes in working capital. From 2011 to 2014, we generated free cash flow of $ .

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section captioned

“Risk Factors” and other parts in this prospectus. These risks include, among others, the following:

Because we have a short operating history in an evolving industry, our past results may not be indicative of future performance, and our future performance may fluctuate materially and increase your investment risk;

If we fail to effectively manage the growth of our business, our financial condition and operating results could be harmed;

Our recent net sales growth may not be sustainable, and a failure to maintain an adequate growth rate will adversely affect our business, financial condition, and operating results;

If we fail to adequately protect our website from computer malware, viruses, hacking, phishing and denial-of-service attacks, our brand and reputation and our ability to retain existing customers and attract new customers could be harmed;

We are subject to risks related to accepting credit and debit card payments that may harm our business or expose us to additional costs and liabilities;

We may not effectively ensure that our website is accessible and any significant disruption in our online services could adversely affect our business, brand and reputation, results of operations, financial condition, and future prospects;

We depend on top talent, including our senior management team, to grow and operate our business; and if we are unable to hire, retain and motivate our employees, we may not be able to grow effectively, which may adversely affect our business and future prospects;

If we cannot acquire or retain customers or maintain or acquire high quality and differentiated merchandise on acceptable terms from vendors, our business, financial condition, and operating results could be harmed;

We may be unable to successfully expand our wholesale partnership base or grow our presence with existing wholesale partners;

We may be unable to accurately forecast net sales and appropriately plan our expenses in the future;

Competition presents an ongoing threat to the success of our business; competition includes zulily, which is a daily deals site for mothers shopping for boutique family products and home décor; and Giggle, which is an e-commerce site for new parents;

Our limited operating experience and brand recognition in international markets may delay our expansion strategy and cause our business and growth to suffer;

If we do not successfully optimize, operate, and manage the expansion of capacity of our fulfillment centers, our business, financial condition and operating results could be harmed; and

We are an "emerging growth company", and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

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Our Corporate Information

We were incorporated in 2011 in Delaware and our headquarters is located at 2700 Pennsylvania Ave. Ste. 1200,

Santa Monica, CA 90404. Our telephone number is (310) 474-4227. Our website address is www.honest.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus.

The Honest Company® and other trademarks or service marks of The Honest Company appearing in this prospectus are the property of The Honest Company, Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

The Offering Class A common stock offered by us shares Class A common stock offered by the selling stockholders shares Total common stock offered shares Overallotment option of Class A common stock offered by us and the selling stockholders shares Class A common stock to be outstanding after this offering shares Use of proceeds We estimate the net proceeds to us from this offering

to be approximately $ million, assuming an initial public offering price of $ per share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholders. See the section of the prospectus captioned “Use of Proceeds.” The principal purposes of this offering are to create a public market for our Class A common stock, facilitate access to the public equity markets, increase our visibility in the marketplace, as well as to obtain additional capital. We intend to use the net proceeds from this offering for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire complementary businesses, products or technologies, although we have no present commitments or agreements for any specific acquisitions.

Risk factors You should read the “Risk Factors” section of this

prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our Class A common stock.

Proposed Nasdaq trading symbol “HNST”

Unless otherwise noted, the number of shares of our Class A common stock that will be outstanding after this offering is based on shares outstanding at , 2015, and excludes:

shares of Class A common stock issuable upon the exercise of stock options outstanding as of , 2015 at a weighted average exercise price of $ per share;

shares of Class A common stock issuable upon the vesting of performance stock units granted in connection with certain of our acquisitions;

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shares of restricted stock that were subject to a right of repurchase by us as of , 2015; and

shares restricted reserved for future issuance under our employment benefit plans stock.

Unless we specifically state otherwise, all information in this prospectus assumes:

No exercise of the underwriters’ over-allotment option;

The automatic conversion of all our outstanding shares of preferred stock into shares of common stock after this offering;

The consummation of the recapitalization prior to the closing of this offering;

A -for- stock split of our outstanding common stock and preferred stock, which we intend to effect before the consummation of this offering; and

The filing and effectiveness of our amended and restated certificate of incorporation immediately prior to the completion of this offering.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).

For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and stockholder advisory votes on golden parachute compensation.

Under the JOBS Act, we will remain an “emerging growth company” until the earliest of:

The last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;

The last day of the fiscal year following the fifth anniversary of the consummation of this offering;

The date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and

The date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months. The value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter.

The JOBS Act also provides that an “emerging growth company” can utilize the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

[To be provided by the company]