Table of Contents DESCRIPTION OF CAPITAL STOCK General Upon completion of this offering, our authorized capital stock will consist of shares of Class A common stock, par value $0.001 per share, shares of Class B common stock, par value $0.001 per share, shares of Class C common stock, par value $0.001 per share, and shares of preferred stock, par value $0.001 per share. Immediately following the completion of this offering, we will have shares of Class A common stock outstanding, shares of Class B common stock outstanding and shares of Class C common stock outstanding. There will be no shares of preferred stock outstanding immediately following completion of this offering. As of August 1, 2019, after giving effect to the IPO-related security conversions, there were shares of our Class A common stock outstanding held by holders of record, shares of our Class B common stock outstanding held by holders of record and shares of our Class C common stock outstanding held by holders of record. The following description of our capital stock and provisions of our restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the restated certificate of incorporation and amended and restated bylaws that will be effective upon completion of this offering. Copies of these documents have been filed with the SEC as exhibits to our registration statement of which this prospectus forms a part. The description of our capital stock reflects the conversion of all of our outstanding senior preferred stock and acquisition preferred stock into shares of Class A common stock and the conversion of all of our outstanding junior preferred stock into shares of Class B common stock, which conversions are expected to be automatically effective as of 12:01 a.m. on the date of the closing of this offering. Common Stock Except as described herein, our Class A common stock and Class B common stock have the same rights, are equal in all respects and are treated by us as if they were one class of shares. Our Class C common stock has no economic rights. Voting Rights Shares of our Class A common stock are entitled to one vote per share and shares of our high-vote stock, which consists of our Class B common stock and our Class C common stock, are entitled to twenty votes per share. However, if Adam Neumann has not, directly or indirectly, including through one or more controlled affiliates, contributed an aggregate of at least $1 billion in cash or in kind, including securities and personal or real property, to charitable causes on or before the tenth anniversary of the closing of this offering, then holders of all of our high-vote stock then outstanding will, from and after such date, be entitled to ten votes per share instead of twenty votes per share. In addition, all of our shares of Class B common stock will automatically be converted into shares of Class A common stock, and all of our shares of Class C common stock will be entitled to only one vote per share, upon the occurrence of certain events set forth below under “—Conversion, Exchange and Transferability”. Holders of shares of Class A common stock and high- vote stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, except as otherwise required by applicable law. Dividends Any dividend paid or payable to the holders of shares of Class A common stock and Class B common stock will be paid on an equal priority, pari passu basis, on a per share basis to the holders of shares of Class A common stock and Class B common stock; provided, however, that if a dividend is paid in the form of Class A common stock or Class B common stock (or rights to acquire shares of Class A common stock or Class B common stock), then the holders of Class A common stock will receive Class A common stock (or rights to acquire shares of Class A common stock) and holders of Class B common stock will receive Class B common stock (or rights to acquire shares of Class B common stock) with holders of Class A common stock and Class B common stock receiving an identical number of shares of Class A common stock or Class B common stock (or rights to acquire such stock, as the case may be). 189