Table of Contents • shares of Class A common stock issuable upon the exercise of warrants outstanding as of , 2019 at an exercise price of $13.12 per share, which warrants were issued to members at our first location; • shares of Class A common stock issuable upon the exercise of warrants outstanding as of , 2019 at an exercise price of $0.001 per share; • up to shares of Class A common stock issuable in connection with the acquisitions described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Acquisitions”; • shares of Class A common stock issuable upon the settlement of restricted stock units outstanding as of , 2019; and • shares of Class A common stock and shares of Class B common stock reserved for future issuance under the new equity incentive plan we intend to adopt prior to the completion of this offering. See “Executive Compensation—The We Company 2019 Omnibus Incentive Plan”. Unless otherwise indicated, the information contained in this prospectus is as of the date set forth on the cover of this prospectus and assumes or gives effect to: • except in the historical financial statements included elsewhere in this prospectus, the consummation of the stock split to be effected on the closing date of this offering pursuant to which each share of our capital stock will be reclassified into shares; • no exercise of the outstanding options or warrants described above; • no settlement of the outstanding restricted stock units described above; • the conversion of a convertible promissory note held by one of our investors (the “2014 convertible note”) into shares of Series C preferred stock, which will convert into shares of Class A common stock upon completion of this offering; • the conversion of all our outstanding Series A, Series B, Series C, Series D-1, Series D-2, Series E, Series F, Series G and Series G-1 preferred stock (collectively, our “senior preferred stock”), and all of our Series AP-1, Series AP-2, Series AP-3 and Series AP-4 preferred stock (collectively, our “acquisition preferred stock”) into shares of Class A common stock as of 12:01 a.m. on the date of the closing of this offering; • the conversion of all of our outstanding junior preferred stock into an aggregate of shares of Class B common stock (together with the conversion of all of our outstanding senior preferred stock and acquisition preferred stock into shares of Class A common stock, the “preferred stock conversions”) as of 12:01 a.m. on the date of the closing of this offering; • the conversion of the 2014 convertible note (together with the preferred stock conversions, the “IPO-related security conversions”) upon completion of this offering; • the filing of our restated certificate of incorporation immediately prior to the completion of this offering; • the effectiveness of our restated bylaws immediately prior to the completion of this offering; • an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus; and • that the underwriters’ option to purchase additional shares of our Class A common stock is not exercised. Unless otherwise indicated, the information contained in this prospectus also does not give effect to the issuance of shares of our Class A common stock pursuant to the 2019 warrant (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources—Convertible Note and Warrant Agreements”). Under the terms of the 2019 warrant, we have the right to receive $1.5 billion on April 3, 2020 in exchange for the issuance of shares of our Class A common stock at a price of $ per share (subject to equitable adjustment in the event of any further stock split, stock dividend, reverse stock split or similar recapitalization event from the closing of this offering through April 3, 2020). 20