Hi Gary,
I would have responded immediately, but I hit my 3-post maximum before reading your post # 12000. Now I see post # 12032 and have to throw out what I just wrote, as you discovered the difference yourself. Here is a little more info though.
John Doerr does personally control 268,654 shares (post-split), which just missed my list at number (16). You will notice this is precisely the difference between the 12.0 and 11.4 % you have listed for Doerr and KPCB respectively.
We have a difference with Sheldon J Kaphan as well. In the pre-14A you will find the following footnote under Kaphan:
Includes 286,032 shares issued upon exercise of stock options that are subject to repurchase by the Company at the original exercise price in the event of termination of services of holder, which right lapses over time in accordance with a vesting schedule.
The pre-14A says 1,094,051 shares (pre-split), while I posted 808,000 shares (pre-split). Hot damn if the difference isn't exactly 286,032 shares!!! (excepting my rounding) So in this case your numbers are the most up-to-date, as the shares were obviously offered by the company after 3/98.
As a matter of fact, Kaphan isn't the only one to have been given shares in this way, from the pre-14A, footnote (11):
[for all beneficial owners] Includes 989,323 shares issuable upon the exercise of stock options exercisable within 60 days of March 1, 1998, 836,323 of which are subject to repurchase by the Company at the original exercise price in the event of termination of employment or services, which right lapses over time in accordance with vesting schedules.
These shares have likely all been exercised, and we now await the 144 filings for them to be sold. The fact is, many officers were running low on shares until this replenishment, as per the pre 14A and recent 144 filings: (all of these are pre-split)
(1) Oswaldo was down to 11,000 shares before he received an additional 114,000 according to the May 15 pre 14A (footnote (7)), which list his holdings as 125,000. He filed to sell those 11,000 in a May 18th 144.
(2) Alberg was down to 127,000 shares before he received an additional 84,000 (footnote (1)), which list his holdings as 191,000. He filed to sell 5,000 shares in a May 21st 144.
(3) Aposporos was tapped out before he received an additional 86,668 shares (footnote (5)), which list his holdings as 86,668 (Looks like these were his first shares, so "additional" may be a bad word). It looks like he has already begun selling. 144s filed on May 15th and June 12th to sell 14,000 shares and 7,000 (converting back to pre-split) shares respectively.
(4) Kaphan was down to 808,019 (ok, hardly running low) shares (how did he get so many shares?) before he received an additional 286,032 (footnote (8)), which list his holdings as 1,094,051. He last filed to sell 6,000 shares on March 12, and 20,000 on Feb. 25th.
Anyway, almost 1 million (pre-split) shares were added this way according to the pre-14A, and this doesn't include all the employees, notably Joy Covey, who as of Q1 still held 171,350 shares (pre-split), who also get compensated in options but aren't listed in the "Beneficial Ownership of Shares" section. Remember the Wal-Mart executive they just hired? How many shares does he control?
Note the following from the pre-14A:
Executive officers receive total compensation packages in line with their responsibilities and expertise. The Company believes that the majority of an executive's compensation should be closely tied to overall Company performance [I think they mean "stock price", big difference!]. Accordingly, salaries for executive officers in most cases are relatively low and each executive officer receives a significant stock option grant when he or she joins the Company.
Anyway, I could quote from the pre-14A all day, the bottom line is, if these guys start selling, This company will merely be performing a redistribution of wealth from the investors in the stock market to the officers of the company. I don't care if it's intentional or not, I have a problem with this happening before the company is profitable.
Note, I'm not saying they will sell soon, they have thus far shown remarkable restraint. In fact, I wouldn't be surprised to learn that Bezos has issued a non-official mandate to hold off until the stock price mania subsides (Whether this is noble or he's paranoid of liability is debatable).
Another main point, the liquidity everyone is looking for is coming, it may take a while, but this company is printing stock certificates at an alarming rate. This replenishing of officer's coffers is a great way to keep quality employees, but the shareholders must realize that it is coming right out of their pockets, they are being continually diluted. (This, as well as the redistribution of wealth argument, is a problem I have with many non-profitable start-up public companies, not just Amazon)
Anyway, why don't you and the others come over to TMF every once in a while, this three post maximum is killing me today (I'm writing this Wednesday, I'll post it tomorrow). The bulls over there really keep you on your toes, although it can be very difficult to keep your cool in the face of (at times) their Amway-like devotion.
John
PS
H James, your paranoia regarding Vinik is admirable, I'm impressed by anyone even more skeptical than myself. |
