When EQPT insiders can sell

All of our directors and executive officers, the selling shareholders, and certain holders of our common stock have agreed, subject to limited exceptions, for a period of 180 days after the date of this prospectus, not to (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock (collectively with the shares of common stock, the "lock-up securities"), (2) enter into any hedging, swap or other agreement or transaction that tran…

Class A common stock to be outstanding after this offering 213,713,950 shares Class B common stock to be outstanding after this offering 37,568,944 shares Total common stock to be outstanding after this offering 251,282,894 shares Perpetual preferred stock to be outstanding after this offering 7,809,003 shares Perpetual-1 preferred stock to be outstanding after this offering 5,951,709 shares Voting rights after giving effect to this offering Upon completion of this offering, we will have two classes of voting common stock, Class A common stock, which is entitled to one vote per share, and Class B common stock, which is entitled to 20 votes per share.

…holdings or remittance payments), or (xi) to us if such transfer is required by our Clawback Policy with respect to the recoupment of incentive-based compensation (b) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act provided that no transfers occur under such plan during such lock-up period (c) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction involving a change of control transaction and that has been made to all holders of our capital stock (d) participation in the Conversion, provided that any such shares of Class A common stock or Clas…

…ictions on our directors, our executive officers and certain other individuals do not apply to, among other things, and subject in certain cases to various conditions (a) transfers, distributions, or dispositions (i) as bona fide gifts, charitable contributions or for bona fide estate planning purposes, (ii) pursuant to a will, testamentary document or intestate succession, (iii) to any member of the holder's immediate family or to any trust for the direct or indirect benefit of the holder or the immediate family of the holder, (iv) to a corporation, partnership, limited liability company, investment fund or other entity beneficiall…

…tly proposed, to which we were a party or will be a party, in which the amounts involved exceeded or will exceed $120,000 and any of our directors, executive officers or beneficial holders (in each case, including their immediate family members) of more than 5% of any class of our capital stock had or will have a direct or indirect material interest. Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting this criteria to which we have been or will be a party other than compensation arrangements, which are described where required under "Executi…

While the margin loans are outstanding, our Co-Founders retain their ability to vote the shares of our Class B common stock pledged as collateral and pledged shares do not impact their ownership of such Class B common stock in connection with matters to be voted on by shareholders. Pursuant to Rule 13d-3(d)(3) under the Exchange Act, a margin loan lender would not beneficially own the pledged shares unless and until such lender has taken all formal steps necessary which are required to declare a default and determines that the power to vote or to direct the vote or to dispose or to direct the disposition of pledged securities will be exercised.

LLC, a participating underwriter, has reserved up to 305,000 shares of our Class A common stock, or 1.0% of the shares offered by this prospectus, for sale at the initial public offering price through a directed share program to our employees, directors and officers. For more information on our directed share program, see the section titled "Underwriting—Directed Share Program." Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The number of shares of our Class A common stock to be outstanding after this offering excludes 6,997,988 shares of Class A common stock issuable upon the exercise of outstanding options not held by our Co-Founders, at a weighted-average exercise price of $4.85 per share 537,010 shares of Class A common stock issuable upon the vesting of outstanding RSUs not held by our Co-Founders 40,312,561 shares of Class A common stock reserved for future issuance under our Omnibus Incentive Plan (including 36,653,921 shares of Class A common stock reserved for future issuance in c…