PitchBook 2016 VC Unicorn Report

2016
VC Unicorn
Report
In-depth terms and more behind the
greatest unicorns in venture history
We do
pre-money valuations,
cap tables,
series terms,
custom search,
growth metrics.
You invest
in the next big thing.
See how the PitchBook Platform can

help VCs invest smarter.
demo@pitchbook.com
Credits & Contact

PitchBook Data, Inc.
JOHN GABBERT Founder, CEO
ADLEY BOWDEN Vice President,
Market Development & Analysis
Content
GARRET T JAMES BL ACK Senior Analyst
BRYAN HANSON Data Analyst
J ENNIFER SAM Senior Graphic Designer
Contact PitchBook
pitchbook.com
RESEARCH
reports@pitchbook.com
EDITORIAL
Contents
editorial@pitchbook.com
SALES
sales@pitchbook.com
Overview
4-6
Terms Highlights
Terms Tables
8-13
Select Unicorn Statistics
14-15
Unicorn League Tables
16-18
COPYRIGHT 2016 by PitchBook Data, Inc.

All rights reserved. No part of this publication
may be reproduced in any form or by any
meansgraphic, electronic, or mechanical,
including photocopying, recording, taping, and
information storage and retrieval systems
without the express written permission of
PitchBook Data, Inc. Contents are based
on information from sources believed to be
reliable, but accuracy and completeness
cannot be guaranteed. Nothing herein should
be construed as any past, current or future
recommendation to buy or sell any security
or an offer to sell, or a solicitation of an offer
to buy any security. This material does not
purport to contain all of the information that
a prospective investor may wish to consider
and is not to be relied upon as such or used in
substitution for the exercise of independent
judgment.
Image credit: Albertus Magnus, De animalibus,
woodcut, Frankfurt am Main. Taken from
Wikimedia Commons.
P I TC H B O O K 201 6 VC U N I CO R N R E P O R T
Overview
t this point, its fair to confess a

distinct fatigue when it comes
to discussion of VC unicornsprivate
companies valued at $1 billion or
more. After a few years of intense
scrutiny of their ranks, its easy to
presume that pretty much all that
needs to be said about unicorns
has been said. Particularly in the
context of the slowly ongoing reset
in venture capital, the prevailing
narrative seems familiar: The pace of
unicorn formation has slowed as the
current crop focuses on sustainably
growingwith some struggling more
than otherswhile those that can
are still raising considerable sums in
nontraditional ways.
But any over-hype and familiar
trends shouldnt dissuade us from
recognizing just how unprecedented
the unicorn phenomenon still is,
especially as it may signify a seismic
shift in the role the venture capital
industry plays in private markets in
general. Its not a coincidence that
in the current era of nontraditional
monetary policies and seemingly
stagnant economic growth that

a slew of unicorns emerged,
characterized by their rapid growth,
massive funding and reluctance
to go public. Private markets are
simply more alluring to investors
nowadays, and as for businesses,
the sheer volatility in public markets

is just the first of many incentives
to stay unlisted. Public offerings
are expensive and time-consuming,
and if sufficient private capital is
available to fuel growth initiatives,
why undergo the intense scrutiny?
The pace of unicorn formation has slowed dramatically

Unicorns over time in US
120
$350
Cumulative unicorns (#)
New unicorns (#)
100
Aggregate unicorn post-valuations ($B)
106
95
$298 $300
$250
80
$192
$200
43
$150
60
40
$100
20
$50
11
$0
2009
2010
2011
2012
2013
2014
2015
2016*
Source: PitchBook
*As of 8/31/2016
After unprecedented sums invested in unicorns during 1H, things subsided significantly during summer 2016
US venture activity
$25
Non-unicorn deal value ($B)
Unicorn deal value ($B)
3,000
# of closed deals
2,500
$20
2,000
$15
1,166
$10
1,500
1,000
$5
500
0
$0
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q*
2010
2011
2012
2013
2014
2015
2016
Source: PitchBook
*As of 8/31/2016
Its not that founders have changed

in their honed focus on growing their
businesses, its that for the first time,
investors are willing to fund private
companies at a higher rate than ever
before. The promise of explosive
growth in the current sluggish
macroeconomic landscape was and
is seductivethe fact many unicorns
seemed to be actually scaling the
heights originally envisioned during
the dot-com era only added fuel to
the fire.
The problem is, of course, that its

rather difficult to actually disrupt.
Building a sustainable business is
hard enoughchanging a whole
industry renders it more difficult by
an order of magnitude. To take a
topical example, witness Theranoss
very publicized struggles, or the
attrition slowly unrolling in the food
and meal kit delivery space. But how
to reconcile the VC slowdown with
the figures below and above, where
2016 has seen the most youthful
Second-shortest median time to unicorn recorded in

2016
Average & median time to unicorn since founding in US
unicorns yet and record sums still

invested in the likes of Uber?
First off, to reiterate, the rate of new
unicorn formation has distinctly
slowed, so its only the proven, extant
crop that are primarily responsible
for continued fundraising. The
general explanation that a capitalrich environment is causing a
concentration among safer prospects
at the late stage only partially
explains such continued unicorn
funding. As alluded to in our most
An all-time lowest unicorn ages in 2016

Average & median age of current unicorns in US
18
Median (years)
Average (years)
16
14
7.2
6.7
6.9
5.2
12
10
8.7
8.1
3
Median (years)
7.0
5.7
Average (years)
0
2009
0
2009
2010
2011
2012
2013
2014
2015
2010
2011
2012
2013
2014
2016*
2015
2016*
Source: PitchBook
*As of 8/31/2016
Source: PitchBook
*As of 8/31/2016
An uptick in 2016 signals some caution

Time between prior and unicorn rounds in US
Unicorns minted in 2016 still raised relatively quickly

Time between first and unicorn rounds in US
8
Median (years)
Median (years)
Average (years)
Average (years)
6
2
1.7
1.6
1.3
4.8
4.5
5.3
4.2
1.0
0
2009
2010
2011
2012
2013
2014
2015
2016*
Source: PitchBook
*As of 8/31/2016
2009
2010
2011
2012
2013
2014
2015
2016*
Source: PitchBook
*As of 8/31/2016
recent Valuations Report, late-stage

companies with sufficient financial
means are able to access lines of
credit or other financing alternatives
beyond simply raising another strictly
traditional venture round that would
only further complicate capital
structures and potential liquidity. On
top of that, secondary markets to
alleviate unicorns relative illiquidity
have evolved, enabling employees
and earlier investors to achieve
some returns. Combine that with an
intensified focus on fundamentals
and more investor-friendly terms and
it becomes clearer why some firms

are still ponying up capital to back
unicorns, as most potential concerns
are addressable. In short, there are
ways and means for unicorns to keep
raising for some time, and some
will continue to do so. Billion-dollar
businesses dont fold overnightits
probabl ewell see still-significant
sums raised by unicorns in the
remainder of the year, although its
important to note that companies are
becoming unicorns more sedately
in 2016, per the valuation step-ups
below.
In 2016, businesses were closer to unicorn status than ever before when
they finally joined the herd
Valuation step-ups from previous round to unicorn financing in US
6.0x
5.0x
5.0x
Median
4.0x
Average
3.3x
3.0x
2.5x
2.1x
2.3x
2.0x
1.8x
1.0x
Plus, at this point, the potential

for a surge in tech M&A must be
considered. The list of companies
that can buy unicorns is short, but
the incentives can be compelling for
many, ranging from revitalizing core
businesses with new product lines to
economies of scale. Taking prices into
consideration, by this time next year
some of the unicorns in this report
will have been acquiredUnilever is
in talks to buy The Honest Company,
for example, although if that deal
does close at a discounted valuation
it doesnt bode too well. But for
most, an IPO remains the most likely
exit avenue. The window in 2016 is
narrowingwith uncertainty around
the political landscape and an interest
rate rise, its likely to shut unless some
follow Nutanixs lead and price soon.
Accordingly, 2017 is shaping up to be
quite the year for potential unicorn
IPOs. Although, in conclusion, its not
inconceivable that some unicorns
simply stay private for as long as
possible, achieving whatever liquidity
they need to through somewhat
unorthodox means such as secondary
markets or even, perhaps, buyouts by
private equity firms with established
tech investment theses.
Source: PitchBook
*As of 8/31/2016
0.0x
2014
2015
2016*
Median Russell 2000 Growth versus median Series D or later post-valuation growth in US
500
449.7
450
Russell 2K Growth
Source: PitchBook
*As of 8/31/2016
400
Later Stage
370.0
350
300
250
227.4
200
206.0
150
100
50
0
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016*
Terms Highlights
T
he following six pages contain

a dizzying array of information
conveyed in semi-legalese that can
be hard to parse. While meant to
be a resource for your personal
consultation in the future, weve
summarized some of the key findings
in this section.
Downside protections
By and large, as noted in the prior
edition of this report, there remains
a considerable focus on downside
protection. For example, The Honest
Company has a detailed breakdown
of different stock series conversions
in its IPO protection terms: Series
C converts upon proceeds of $70
million, Series D at $100 million. If the
IPO share price is less than $33.82,
the Series C and D conversion prices
shall be adjusted to equal the product
of (c) the Series C or D original issue
price (OIP) as applicable, and (b) the
quotient of the series C or D OIP/
Series C/D target price.
Qualtrics, in turn, has preferred shares
converting into common upon an
IPO with a price per share of at least
2x the Series E OIP. Interestingly,
Qualtrics happens to have a reversal
of the usual last in, first out order
of stock liquidation when it comes to
acquisition protection terms. Series
A stock goes first, then Series B and
C share pari passu, then Series D
and, finally, Series E. As the company
has only had two completed venture
financings, however, that preference
makes sense.
Every single unicorn in the tables
following this section had the
standard weighted average anti-
dilution adjustments for future

financing protection, so, accordingly,
we simply removed that column in
order to highlight more interesting,
varying provisions. Especially in the
current climate, and given the heft
of unicorn financing rounds, senior
liquidation protections abound, with
a select few such as Social Finance
possessing equal sharing by all
series of preferred stock ratably, with
protection over common stock. SoFi
also has fairly detailed IPO protection
terms, with each share of Series A, B,
D, E and F automatically converting
upon a public offering of not less
than $15.78 per share and aggregate
proceeds of not less than $100
million.
Although in general the conclusions
to be drawn from the following tables
are the same as in the last Unicorn
Reportinvestors are protecting
themselves in an uncertain climate
yet, as they are still willing to finance
unicorns in the first place, the terms
are not overly indulgent one way
or the otherwhats interesting is
that one can pinpoint certain terms
of recent financings of unicorns
in particular industries and glean
insights. For example, when it
comes to dividends, its intriguing to
assess which companies have been
sweetening deals, although dividends
are often not much more than just
that, sweeteners.
Upside benefits
Magic Leap has non-cumulative
dividends at the rate of $1.84 for
Series C, $0.92 for Series B, $0.10
for Series A and $0.0773 for seed.
Although not the most sizable of
dividends within the subsequent

unicorn tables and relatively standard
at about 8%, the weighting helps
signify the level of risk in Magic Leaps
financings, as judged by participants.
Zoox actually has one of the higher
Series A share non-cumulative
dividend allotments in absolute
terms at $4.13 per share per annum,
although that is also 8% of OIP.
When it comes to participation, most
unicorns have non-participating
provisions. However, a few exceptions
exist: Sprinklr has all of the remaining
proceeds available for distribution
to stockholders duly distributed
among shareholders of Series B, C
and common stock, for example.
Interestingly, when it comes to
multiple liquidation, only four
unicorns in the following tables have
any. The Honest Company has Series
A and A1 receiving 1x their OIP, Series
B 2x, Series C 1.43x and Series D 1x, all
before common shareholders receive
anything. Qualtrics and DocuSign also
have multiple liquidation preferences,
while Tanium technically has none
but their Series F shareholders have
a liquidation price that is much lower
than OIP: $0.027.
All in all, most of the upside benefits
are in the form of dividends of
varying favorability. IPO auto
converts are applied for about half
the unicorn sample, with the other
half having automatic conversions
at OIP. The range of upside benefits
exemplify how investors in unicorn
financings have assiduously sought to
garner protection in both defensive
and more immediately beneficial
forms, given the inherent level of risk.
Unicorn
ContextLogic
Warby Parker
Qualtrics
Slack
IPO Protection Terms
Acquisition Protection Terms
Dividends
Participation
Multiple liquidation
preference
IPO auto convert

above per share price
Each share preferred automatically converts (if held by a founder, to Class A common. If held by any
other person/entity, to Class B common) upon an IPO of no less than $50M
Senior liquidation protection over

SeriesYes: A,B,C,D,D2 senior to
Series 1
8% non-cumulative dividends on all Series of pref.

A,B,C,D,D2 senior to Series 1. Pref. dividends also
participate with common after they receive their
preferential amount
Non-participating. However, pref. holders

automatically convert to common if, as
a result of the conversion, such holder
would receive a greater amount than if
they did not convert
No
No. Converts at OIC
Each preferred share automatically converts into common immediately upon the closing of this
corporations sale of an IPO with gross proceeds no less than $500K and a P.O. price not less than
$108.17

SeriesYes: A,B,C,D,D2 senior to
Series 1. Liquidation protection over
common stockyes
Non-cumulative dividends of $0.280464 Series A, $0.316

Series B, $0.502128 Series C, $2.000168 Series D, and 8%
Series E. Pref. dividends also participate with common
after they receive their preferential amount

No
NO. Converts at the

applicable conversion
rate at the time in
effect
Series E: converted into common at the then-applicable conversion rate upon an IPO of at least $60M
and price per share of at least $17.98. Series D: converted into common upon an IPO of at least $60M
and price per share of at least $16.15. Junior preferred (A, B, C) converted into common upon an IPO of
at least $60M and price per share of at least $10

SeriesYes: Series E is senior to
Series D and D is senior to Series A,
B and C . Liquidation protection over
common stockyes
8% non-cumulative dividends on all series of pref.

have the right to convert to common if
the remaining assets are greater than
stated pref. liquidation amount
No
Yes. Series E = $17.98

or 1.3 X OIP, Series D
= $16.15 or 1.75 X OIP,
Junior Series = $10
Series D: converted to common at the then-effective conversion rate upon an IPO of at least $35M,
and a P.O. price of no less than $10.46598. Following terms applicable for Series C, B, Seed and S-2:
converted into common at the then-effective conversion rate upon the earlier of (A) a qualified P.O.; (B)
the date or event specified by vote or agreement of a majority of that series outstanding shares, or (C)
the date or event specified by vote or agreement of the holders. Series A: converted into common at the
then-effective conversion rate upon the earlier of (A) a qualified P.O., (B) the date or even specified by
66.67% votes of Series A, or (C) the date or even specified by vote or agreement of the holders
Series seed, S-2, A, B-1, B-2, B-3, C

and D share ratably upon liquidation
Non-cumulative dividends at the following rates: Seed =

$0.17175. S-2 = $$0.0015. Series A = $0.024. Series B-1 =
$0.07028. Series B-2 = $0.0312. Series B-3 = $0.14056.
Series C = $0.21353. Series D = $0.41864
Participating
No
Yes for Series

D-$10.46598.
Non-regulated preferred (AA, A, B, C, and D): converted automatically into Series A common at the
then-applicable conversion price upon the closing of a public offering no less than $50M aggregate
or the date or event specified by vote of the majority of the non-regulated pref stock. Series B-1: upon
the occurrence of those events, shall no longer be entitled to any rights that are not also applicable to
shares of Series A common, and shall be deemed to have waived those rights, and each holder B-1 shall
receive only an amount per share equal to the amounts that may become payable to holders of Series
A common as if B-1 preferred had been converted into shares of Series A at the then-effective Series
B conversion price. Also, upon a permitted regulatory transfer, each B-1 share shall automatically be
converted into 1 share Series B if the transfer occurs prior to a deemed automatic conversion, and Series
A Common if the transfer occurs on or after a deemed automatic conversion
Series AA, A, B, B-1, C, and D share

ratably upon liquidation
When declared by the Board of Directors

No
No
Non-participating
Yes. Series A and

A1 get 1 x their OIP,
Series B gets 2x
their OIP and Series
C gets 1.42857x
their OIP, Series D
gets 1x their OIP
before common
shareholders get
paid
Yes. Series D = $100m

in proceeds. Series
C = $70 million in
proceeds; Series
B = $50 million in
proceeds; Junior
Series (Series A and
Series A1) = $18.1755
per share
Participating
Series A gets 1x
OIP, Series B gets 1x
OIP, Series C gets
$1.58646108. Series
D gets $0.83248768.
Series E gets 1x OIP
Yes. Series E = 2x
share price
Yes. A, A-1, B, and

C convert at $4.41
per share. Series D
converts at $6.9589
per share
No. converts at OIP
A and A1 converts with proceeds of $50M and price per share of $18.1755. Series B converts with
proceeds of $50M minimum. Series C converts upon a $70M. Series D converts at a $100M. If IPO price
per share is less than $21.9704, the Series B conversion price shall be adjusted to equal the product of
(a) the Series B OIP and (b) the quotient of price per share common/Series B target price. If the IPO
share price is less than $33.8216, the Series C and D conversion prices shall be adjusted to equal the
product of (c) the Series C or D OIP as applicable, and (b) the quotient of the Series C or D OIP/Series
C/D target price
Pari passu (A, A1, B, C and D

participate equally). Liquidation
protection over common stockyes
Non-cumulative: $3.0923 dividend for Series C, $3.6604

dividend for Series D, $1.7576 dividend for Series B,
$0.0846 Series A and $0.2908 Series A1. Preferred
also participates with common after they receive their
preferential amount
Preferred converts into common at the conversion rate that the time in effect upon an IPO with a price
per share at least 2x the Series E OIP
First, Series A. Second,B and C share

pari passu. Third, Series D. Fourth,
Series E. Liquidation protection over
common stockyes
Preferred non-cumulative dividends payable when

declared by the Board of Directors (at a rate also
declared by the Board) in preference over common stock.
Preferred participates with common after they receive
their preferential amount
Each share Series A, A-1, B, B-1 and C automatically convert upon a public offering price not less than
$4.41 per share with proceeds of $40M. Series D shall convert with a public offering share price of
$6.9589 and proceeds of $40M. Series E shall convert with proceeds of $100M
Series A, A-1, B, B-1, C, D, E and

F share pari passu. Liquidation
Preferred non-cumulative dividends pari passu. Series

A = $0.0626. Series A-1 = $0.0542. Series B = $0.0706.
Series B-1 = $0.0706. Series C = $0.1869. Series D =
$0.3711. Series E = $1.0506. Series F = $1.5274. Preferred
also participates with common after they receive their
preferential amount
Participating
After initial
liquidation payout,
the preferred Series
participates with
common until each
Series receives an
amount equal to 1.5
times the respective
Series preference
amount. If assets
remain after that,
theyre distributed
to common
Preferred automatic conversion upon proceeds of no less than $30M

Seriesyes: Series A, B, C, D, E, E-1,
F, and F-1 are all senior to Series D1 .
Liquidation protection over common
stockyes
Non-cumulative dividends. Series A = $0.0076. Series

B = $0.019767. Series C = $0.052767. Series D and D1 =
$0.204. Series E = $0.477833. Series E-1 = $0.50208.
Series F = $0.62416. Series F-1 = $0.62416. Pref. dividends
also participate with common after they receive their
preferential amount

No
Unicorn
Magic Leap
Dividends
Participation
preference
IPO auto convert

Series A, B, C, and D shall convert into Class A common; and Series E, F, and G shall convert into Class B
common, upon proceeds of $75M
Pari passu (preferred shares

participate equally). Liquidation
8% non-cumulative dividends on all Series of pref. Pref.

dividends also participate with common after they after
they receive their preferential amount

NO. However, Series

F has a liquidation
price much lower
than OIP: $.0270
No. converts at OIP
Preferred stock shall automatically convert into common at a sale to the public of a share price equal to
at least 125% the Series C OIP, and at least $300M in gross proceeds
First, Series C. Second, Series B.

Third, Series Seed and Series A
on a pari passu basis. Liquidation
Non-cumulative dividends at the rate of $1.8426 Series

C, $0.9248 for Series B, $0.0954 for Series A, and
$0.0773 for Series seed. After payment is distributed to
preferred then additional dividends shall be distributed
to preferred and common in proportion to the # of shares
of common that would be held by each such holder if all
shares of preferred were converted into common
Non-participating
No
YES, converts at 125%

of the Series C OIP
Preferred converts to common upon proceeds not less than $50M
Series A, A1, B, B1, C, C1 all share pari

passu. Liquidation protection over
common stockyes
Non-cumulative dividends at the rate of $0.013401

for Series A or A1, $0.110018 for Series B or B1, and
$0.745054 for Series C and C1. After payment above,
additional dividends distributed among preferred,
founders, and common pro rata based on # of shares of
common then held by each holder
Non-participating
No
No, converts at OIP
Converts at $70M proceeds

Series-yes: Series C and D (together
pari passu) are senior to Series A
and B (also pari passu). Liquidation
Non-cumulative corporation shall not declare any

dividends on shares of any other class or series of
capital stock of the corporation unless the holders of the
preferred then outstanding shall first or simultaneously
receive a dividend on each outstanding share of
preferred stock
Non-participating
No
No, converts at OIP
Each share preferred automatically converts into Class A common at the then-effective conversion
price applicable at a price per share not less than $91.9892, and gross proceeds of $150M

Series-yes: first Series C and C
(pari passu), second Series B, third
Series A. Liquidation protection over
common stockyes
No
Each share preferred

automatically converts
into Class A common
at the then-effective
conversion price
applicable at a price
per share not less than
$91.9892
Non-cumulative dividends at the rate of $0.314848 for

Series A, $2.012024 for Series B, $3.679568 for Series C,
and $4.415480 for Series C
Non-participating
Each share Series A, B, D, E, and F automatically converts into common at the conversion rate then in
effect upon a public offering price not less than $15.7763 per share, and aggregate proceeds of not less
than $100M.
All series of preferred stock share

ratably in liquidation distribution.
stockyes
Cumulative dividends: Series R = $1.625. Non-cumulative

dividends: Series A: $0.016. Series B: $0.17575. Series D:
$0.27624. Series E: $0.756624. Series F: $1.262104
Non-participating
No
Yes. Each share Series

A, B, D, E, and F
automatically converts
into common at the
conversion rate then
in effect upon a public
offering price not less
than $15.7763 per
share
Series preferred converts to common (Series D to Class A Common, Series A, B, and C converts to
Class B common) upon the closing of sale of shares at a price of at least $6.1255 per share, and gross
proceeds of $50M
Series D ranks senior to all other

Series. Then, Series A, B, and C share
ratably in distribution. Liquidation
Non-cumulative dividends of 8% on all series preferred
Non-participating
No
Converts at Series D
OIP
Each share preferred shall automatically convert into Class A common shares at the conversion rate at
the time in effect for such series upon the corporations sale of Class A common at not less than $50M
in the aggregate
Series preferred share ratably in

liquidation distribution. Liquidation
Payable when declared by the board of directors
Non-participating
No
No
Each share preferred shall automatically convert into common upon a sale with an offering price of at
least $37.03 per share, and aggregate proceeds of not less than $100M
Liquidation distributed as follows:

first, Series E. Second, Series D. Third,
Series C. Fourth, Series A and B
share ratably. Liquidation protection
over common stockyes
Series E shall be entitled to receive cumulative dividends

prior and in preference to any other series of preferred
and the common stock at the rate of 8%. Second, Series
D shall receive non-cumulative dividends at the annual
rate of $0.4476. Third, Series C shall receive noncumulative dividends at the annual rate of $0.297. Fourth,
Series A and B shall receive non-cumulative dividends (A:
$0.0737, B: $0.195)
Non-participating
No
Yeseach share
preferred shall
automatically convert
into common upon a
sale with an offering
price of at least $37.03
per share
Preferred automatically converts into common at the then-effective conversion price (A) at any time
upon the affirmative election of the holders of at least 66% of the outstanding shares of the Series
Preferred or (B) immediately upon the closing of a firmly underwritten public offering in which the per
share price is at least $11 and proceeds at least $40M
Series D, E, F, G, and G (Senior

Preferred) are paid out first, sharing
ratably. Second, Series C is paid.
Third, Series A and B are paid ratably.
stock-yes
Holders of series preferred, in preference to the holders

of common stock, receive non-cumulative dividends of
6.5%
Participating
No
Yes, converts at a
share price of $11
Each share common and preferred shall automatically convert into common upon an IPO of $50M
aggregate
Holders of Series A, B, C and D

receive liquidation preference on
a pari passu basis before funds
are paid to FF preferred stock
and common stock. Liquidation
Series A, B, C, and D receive non-cumulative dividends of

$0.1085 for Series A, $0.294992 for Series B, $1.01753 for
Series C, $1.955 for Series D

No
No
Social Finance
10
11
Unicorn
Flatiron Health
Thumbtack
Github
Sprinklr
Dividends
Participation
preference
IPO auto convert

Preferred converts to common automatically upon an IPO with proceeds not less than $100M aggregate
All series preferred receive their OIP

and share ratably upon liquidation.
stock-yes
Preferred Series receive non-cumulative dividends of

$0.0451 for Series A, $0.0450 for Series B, $0.1913 for
Series C, $0.5691 for Series D, and $0.8079 for Series E.
Preferred have priority over common and after theyre
paid their preference amounts, they share with common
for any additional dividends

No
No
Upon the earlier of (A) the closing of the sale of shares of Class A common resulting in at least $30M
of gross proceeds, net of the underwriting discount and commissions, to the corporation at a price
per share that is not less than 1.25x the Series C OIP, or (B) a date specified by vote or consent of
the holders of preferred stock representing a majority of the combined voting power of the then
outstanding shares of preferred stock, all outstanding shares of preferred stock shall automatically be
converted into shares of Class A common at the then-effective conversion rate.
Preferred payout on pari passu basis.

stock-yes
Holders of preferred stock receive non-cumulative at:

Series A = $0.395; Series B = $0.1869; and Series C =
$0.5247 on a pari passu basis in preference to common
stock
No
No
Yesprice per share of

not less than 1.25x the
Series OIP
Preferred automatically converts into Class A common at the then-effective conversion price upon the
earlier (1) of a vote by the majority of preferred stock or (2) upon the closing of a firmly underwritten
public offering covering the offer and sale of Class A common at a price per share of not less than
$12.765, with aggregate gross proceeds of not less than $100M
Preferred payout on pari passu basis.

stock-yes
Holders of preferred stock receive non-cumulative

at: Series A = $0.00658064; Series B = $0.013068;
Series C = $0.0191952; Series D = $0.03899408; Series
E = $0.016012; Series F = $0.4666064; and Series G =
$0.6808 in preference to common stock
No
No
Yes, price per share

not less than $12.765
Pref converts to common automatically upon sale of share price at least equal to the Series C OIP
($1.67473) and proceeds not less than $50M aggregate
First, Series D ranks senior to all

other Series. Second, Series A, B, and
C shall receive liquidation payout
sharing ratably with each other.
stock-yes
Preferred Series receive non-cumulative dividends on a

pari passu basis of 6% per annum. If after full dividends
have been paid to preferred and there are additional
dividends left, they should be paid pro rata to common
and preferred on pari passu basis
Non-participating
No
NO, converts at Series

C OIP ($1.67473)
Preferred automatically converts to common upon a qualified IPO equal to or greater than $50M, or
upon the date specified by written consent of the holders of 60% or more of the then outstanding
shares of preferred, and the holders of 60% or more of the then-outstanding share of Series E
First, Series E is paid. Second, Series

D. Third, Series C. Fourth, Series
B. Fifth, Series A. Any additional
funds and assets distributed among
the outstanding common stock.
stock-yes
$0.07545 = Series A; $0.1842 = Series B; $0.189 = Series

C; $0.2429 = Series D; $0.64964 = Series E. Series E
has preference and receives dividends first. Second
Series D receives dividends. Third, Series C receives
dividends. Fourth, Series B receives dividends. Fifth,
Series A receives dividends. If after all dividends in full
preferential amounts have been paid to preferred stock
there are additional dividends remaining, they shall be
paid pro rata to the common stock and preferred stock
on a pari passu basis

they did not convert.
No
no, converts at OIP
Upon either (a) the closing sale of shares of Common Stock to the public resulting in at least $150M
gross proceeds, or (b) the date and time, or the occurrence of an event, specified by vote or written
consent of the holders of at least (i) 60% of the then outstanding shares of Series D and (ii) at least 65%
of the then outstanding Preferred Stock, all outstanding shares of Preferred Stock shall automatically be
converted into shares of Common Stock at the then-effective conversion rate
Preferred stock pari passu senior to

common stock
Holders of Preferred Stock receive non-cumulative

at: Series A = $0.1073; Series B = $0.24112; Series C =
$0.58516; and Series D = $1.77826 in preference to
common stock
No
No
No
Preferred automatically converted to common upon the closing of sale of common to the public of at
least $50M in gross proceeds, or the date, time, or occurrence of an event specified by vote or consent
of the holders of a majority of the outstanding shares of preferred on an as-converted to common stock
basis
Preferred series receive their OIP

and share ratably in distribution.
stockyes
Preferred Series receive non-cumulative dividends at

6%. OIP = $5.22361 Series A, $11.17333 Series B. After
they receive their preference amounts and there are
more funds available, then additional dividends shall be
declared pro rata on common and preferred on a pari
passu basis
Non-participating
No
No
Preferred stock shall automatically be converted into, (A) in the case of Series seed, Class A common or
(B) in the case of all other Series of preferred stock, common stock at the then-effective conversion rate,
(i) immediately prior to the closing of a firm commitment covering the offer and sale of common stock
and/or Class A common stock and resulting in aggregate gross proceeds of not less than $30M
Preferred receive an amount equal

to OIP, pari passu senior to common
stock
Preferred receive non-cumulative at: Series Seed =

$0.01862; Series A = $0.76804, Series B = $28140; and
Series C = $5.0246
No
No
No
Sale of common resulting in at least $20M to the corporation and resulting in the an equity market
capitalization , on the first day of trading of such offering of not less than $100M, all outstanding shares
of preferred stock shall automatically be converted into shares of common stock at the then-effective
conversion rate (except (1) Series D2 unless the qualified public offering shall have a price per share
equal to or greater than the Series D2 OIP and (2) solely in the event of a qualified public offering
occurring within 15 months from the original issue date applicable to Series F resulting in an initial equity
market capitalization of less than $1,750M

stock
Preferred pari passu, senior to common stock
All of the remaining proceeds available

for distribution to stockholders shall be
distributed among the holders of shares
of Series C, Series B and common stock
No
No
Each share preferred shall automatically convert to common at the conversion price at the time in effect
upon gross proceeds from an IPO of not less than $100M in the aggregate, and a price per share which
when multiplied by the aggregate number of shares of common stock outstanding yields a product of
not less than $750M, or the date specified by vote or consent of the holders of a majority of the then
outstanding shares of Series A
Series A receives their OIP

($51.600823) prior and in preference
to common
Series A receives non-cumulative dividends at the rate

of $4.128 per share per annum. After full payment to
Series A, Series A participates with common in additional
distribution of dividends
Non-participating
No
Converts at a price
per share which when
multiplied by the
aggregate number
of shares of common
stock outstanding
yields a product of not
less than $750M
Each share of Series Preferred shall automatically be converted into shares of Class B common stock,
based on the then-effective series preferred conversion price, (A) at any time upon the affirmative
election of the holders of at least two thirds of the outstanding shares of series preferred; or (B)
immediately upon the closing of a firmly underwritten public offering, covering the offer and sale of
Class A common stock in which the gross cash proceeds to the company are at least $50M

stock
Preferred receive non-cumulative at 8% senior to

common stock
Non-participating
No
No
12
13
Unicorn Statistics
Company
VC raised in last 18 months

($M) in US
VC raised in last 12
months ($M) in US
VC raised in 2016
YTD ($M) in US
# of
employees
# of active
investors
Uber Technologies
$8,750
$7,750
$7,750
6,700
101
Jet
$3,795
$3,790
$3,300
1,001
18
Airbnb
$3,450
$3,450
$1,850
4,227
55
Snapchat
$2,009
$1,809
$1,809
904
38
Lyft
$1,828
$1,148
$1,000
4,105
58
Palantir Technologies
$883
$883
$883
2,000
54
WeWork
$864
$430
$430
1,200
16
Avant
$828
$689
$189
800
13
Magic Leap
$794
$794
$794
600
17
Pivotal Software
$653
$653
$653
2,000
Oscar
$577
$433
$400
342
28
DraftKings
$500
$0
$0
333
31
Moderna
$471
$471
$471
440
13
Jawbone
$465
$165
$165
393
34
Slack Technologies
$367
$200
$200
430
36
Domo
$366
$366
$366
906
48
Apttus
$363
$363
$255
1,184
Human Longevity
$220
$220
$220
146
20
Zoox
$200
$200
$200
140
SMS Assist
$195
$150
$150
585
11
Unity Technologies
$181
$181
$181
1,000
12
Flatiron Health
$175
$175
$175
250
19
Sprinklr
$151
$105
$105
1,243
Cylance
$142
$100
$100
425
13
Carbon3D
$141
$41
$41
153
11
Gusto.com
$127
$67
$67
303
106
Anaplan
$90
$90
$90
567
15
Quanergy
$90
$90
$90
42
14
Alphaeon
$86
$86
$6
201
Razer
$75
$75
$75
501
14
Company
VC raised in last 18 months

($M) in US
VC raised in last 12
months ($M) in US
VC raised in 2016
YTD ($M) in US
# of
employees
# of active
investors
Elevance Renewable Sciences
$71
$71
$71
133
Proteus Digital Health
$50
$50
$50
257
20
Glassdoor
$40
$40
$40
722
11
Deem
$34
$34
$34
250
24
Bloom Energy
$11
$11
$3
925
29
SpaceX
$5
$5
$5
4,000
21
Source: PitchBook
*As of 8/31/2016
Unicorns (#) by sector in US

Commercial Services
7
Consumer Goods & Recreation

5
Energy
3
5
5
54
Healthcare
Services/Supplies/Systems
IT Hardware
Media
21
5
Other
No fewer than 290 unique investors

invested at the angel/seed stage of
all current US unicorns, although
over 100 more invested at Series A,
excluding follow-ons.
Pharma & Biotech

Software
Source: PitchBook
*As of 8/31/2016
Series when companies became unicorns in US
Series E
21%
Series when investors (#) first invested in unicorns in US
Series C, 306
Series D, 259
Series E, 193
Series D
26%
Series F
12%
Series B, 303
Series G
5%
Series G, 63
Series H, 5
Series I, 6
Series K, 11
Series H, 1%
Series C
18%
Series B
15%
Series A
2%
Series A, 392
Source: PitchBook
*As of 8/31/2016
Series F, 158
Angel/Seed,
290
Source: PitchBook
*As of 8/31/2016
15
Unicorn League Tables

Investors in the most unicorns in US
Fidelity Investments
24
SV Angel
23
Sequoia Capital
20
Andreessen Horowitz
20
T. Rowe Price
17
Kleiner Perkins Caufield &

Byers
16
Wellington Management
14
GV
14
The Goldman Sachs Group
13
New Enterprise Associates
13
Tiger Global Management
12
Khosla Ventures
12
IVP
12
Founders Fund
12
Accel Partners
12
GGV Capital
IT Ventures
Jeremy Stoppelman
Elad Gil
BlackRock Private Equity

Partners
Felicis Ventures
Dave Morin
In-Q-Tel
David Sacks
Allen & Company
Bezos Expeditions
AME Cloud Ventures
SharesPost
Cross Culture Ventures
Troy Carter
Battery Ventures
Surender Punia
BoxGroup
Source: PitchBook
*As of 8/31/2016
The Hartford Financial

Services Group
Morgan Stanley Expansion

Capital
MicroVentures
Lowercase Capital
Kevin Hartz
Microsoft
DST Global
Intel Capital
Jerry Yang
Dragoneer Investment Group
DFJ Growth
GSV Capital
SV Angel
10
Coatue Management
Accel Partners
Baillie Gifford
Sequoia Capital
Vinod Khosla
Benchmark Capital
Slow Ventures
Lightspeed Venture Partners
VSL Partners
Andreessen Horowitz
Valiant Capital Partners
First Round Capital
Venrock
Khosla Ventures
General Catalyst Partners
Greylock Partners
Investors with most eventual

unicorns at angel/seed in US
Y Combinator
Andreessen Horowitz
Sequoia Capital
Transmedia Capital
Salesforce Ventures
11
11
Insight Venture Partners
10
Greylock Partners
10
Comcast Ventures
10
Benchmark Capital
10
Glynn Capital Management
Ronald Conway
Thrive Capital
Meritech Capital Partners
Duff Ackerman & Goodrich
Google Capital
TPG Growth
Technology Crossover
Ventures
Michael Cheung
Peter Thiel
General Atlantic
Nima Capital
ICONIQ Capital
Kevin Colleran
Hummer Winblad Venture

Partners
First Round Capital
QED Investors
Draper Fisher Jurvetson
MD Pham
SV Angel
Source: PitchBook
*As of 8/31/2016

unicorns at Series A in US
Source: PitchBook
*As of 8/31/2016
16

unicorns at Series B in US

unicorns at Series C in US
Sequoia Capital
Founders Fund
IVP
Salesforce Ventures
Andreessen Horowitz

Byers
SV Angel
Comcast Ventures
Greylock Partners
Sequoia Capital
Benchmark Capital
Battery Ventures
Felicis Ventures
Allen & Company
Khosla Ventures
Thrive Capital
Menlo Ventures
Khosla Ventures
Thrive Capital
SV Angel
Ribbit Capital
GV
Northgate Capital

Partners
GGV Capital
Andreessen Horowitz
Greylock Partners
Team in Residence
In-Q-Tel
2
Source: PitchBook
*As of 8/31/2016

unicorns at Series D in US

Byers
T. Rowe Price
GV
DFJ Growth

Capital
Thomvest Ventures
Coatue Management
Principal Financial Group
Credit Suisse
Shasta Ventures

Capital
TPG Growth
BoxGroup
Bezos Expeditions
Milliways Ventures
Venrock
TPG Growth

Partners
CrunchFund
BoxGroup
Alibaba Capital Partners
Alibaba Capital Partners
Redpoint Ventures
Capital Factory
Founders Fund
Nima Capital
QED Investors
Temasek Holdings
DFJ Growth
Google Capital
GGV Capital
Stripes Group
Microsoft
US Venture Partners
GSV Capital
Great Oaks Venture Capital
Valor Capital Group
DST Global
ICONIQ Capital
Draper Associates
The Kraft Group

Byers
JP Morgan Chase & Co.
Passport Capital
Draper Nexus
Technology Crossover
Ventures
Microsoft
Pinnacle Ventures
Sapphire Ventures
Foresite Capital Management
Baillie Gifford
Polaris Partners
Source: PitchBook
*As of 8/31/2016
17

unicorns at Series D in US, ctd.

unicorns at Series F in US

unicorns at Series G in US
Kohlberg Kravis Roberts
T. Rowe Price
Morgan Stanley
Brookside Capital
Lance White
Viking Global Investors
General Atlantic
Ignition Venture Partners
Industry Ventures
IT Ventures
SV Angel
Microsoft
Altimeter Capital
Management
EDB Investments
Citi Ventures
Cross Creek Advisors
Y Ventures
Source: PitchBook
*As of 8/31/2016

unicorns at Series E in US
5
4
4
General Atlantic
IVP

Services Group
T. Rowe Price
SharesPost

Byers
Deutsche Telekom Capital

Partners
HDS Capital
Sands Capital Ventures
Intel Capital
DST Global
Graphene Ventures
Comcast Ventures
VSL Partners
Alibaba Group Holding
Lakestar
Fidelity Management &

Research
Salesforce Ventures
Andreessen Horowitz
GGV Capital

Services Group
Baidu
J.P. Morgan
Source: PitchBook
*As of 8/31/2016
2
Source: PitchBook
*As of 8/31/2016

unicorns at Series H and later in US
Broad Beach Ventures
T. Rowe Price
MicroVentures
Third Point Ventures
Mithril Capital Management
GSV Ventures

Partners
Hercules Capital
Seed-Resolute
Aeon Funds
TJNS Capital
Dover Madison Capital

Management
Rising Tide Fund
FJ Labs
Tamares
IT Ventures
VSL Partners
MD Pham
Nima Capital
1
Source: PitchBook
*As of 8/31/2016
2
Source: PitchBook
*As of 8/31/2016
18
We do data.
You close deals.
The PitchBook Platform is the leading data software
for professionals in VC, PE and M&A. Find out how
our 1,800 clients use it to invest smarter, close deals
more quickly and win more business.
demo@pitchbook.com

PitchBook 2016 VC Unicorn Report

Încărcat de

Informații document

Drepturi de autor

Formate disponibile

Partajați acest document

Partajați sau inserați document

Opțiuni de partajare

Vi se pare util acest document?

Este necorespunzător acest conținut?

Drepturi de autor:

Formate disponibile

PitchBook 2016 VC Unicorn Report

Încărcat de

Drepturi de autor:

Formate disponibile

2016

See how the PitchBook Platform can

Credits & Contact

Select Unicorn Statistics

Unicorn League Tables

COPYRIGHT 2016 by PitchBook Data, Inc.

t this point, its fair to confess a

stagnant economic growth that

the sheer volatility in public markets

The pace of unicorn formation has slowed dramatically

New unicorns (#)

Non-unicorn deal value ($B)

Unicorn deal value ($B)

Its not that founders have changed

The problem is, of course, that its

Second-shortest median time to unicorn recorded in

unicorns yet and record sums still

An all-time lowest unicorn ages in 2016

An uptick in 2016 signals some caution

Unicorns minted in 2016 still raised relatively quickly

recent Valuations Report, late-stage

it becomes clearer why some firms

Plus, at this point, the potential

he following six pages contain

dilution adjustments for future

dividends within the subsequent

IPO Protection Terms

Acquisition Protection Terms

IPO auto convert

Senior liquidation protection over

8% non-cumulative dividends on all Series of pref.

Non-participating. However, pref. holders

No. Converts at OIC

Senior liquidation protection over

Non-cumulative dividends of $0.280464 Series A, $0.316

Non-participating. However, pref. holders

NO. Converts at the

Senior liquidation protection over

8% non-cumulative dividends on all series of pref.

Non-participating. However, pref. holders

Yes. Series E = $17.98

Series seed, S-2, A, B-1, B-2, B-3, C

Non-cumulative dividends at the following rates: Seed =

Yes for Series

Series AA, A, B, B-1, C, and D share

When declared by the Board of Directors

Non-participating. However, pref. holders

Yes. Series A and

Yes. Series D = $100m

Yes. A, A-1, B, and

No. converts at OIP

Pari passu (A, A1, B, C and D

Non-cumulative: $3.0923 dividend for Series C, $3.6604

First, Series A. Second,B and C share

Preferred non-cumulative dividends payable when

Series A, A-1, B, B-1, C, D, E and

Preferred non-cumulative dividends pari passu. Series

Preferred automatic conversion upon proceeds of no less than $30M

Senior liquidation protection over

Non-cumulative dividends. Series A = $0.0076. Series

Non-participating. However, pref. holders

IPO Protection Terms

Acquisition Protection Terms

IPO auto convert