Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated September 13, 2018
Relating to Preliminary Prospectus dated September 11, 2018
Registration Statement
No. 333-227284
DocuSign, Inc.
This free writing
prospectus relates to, and should only be read together with, the preliminary prospectus dated September 11, 2018 (the Preliminary Prospectus) included in the Registration Statement on Form
S-1
(File
No. 333-227284)
relating to the offering by certain selling stockholders of shares of common stock of DocuSign, Inc. The information in this free writing
prospectus is preliminary and is subject to completion or change. This free writing prospectus updates and supplements the Preliminary Prospectus and should be read together with the Preliminary Prospectus included in the Registration Statement.
Capitalized terms used but not defined herein have the meanings set forth in the Preliminary Prospectus. The Preliminary Prospectus included in the Registration Statement may be accessed through the following link:
https://www.sec.gov/Archives/edgar/data/1261333/000119312518270936/d614105ds1.htm
Changes to Information in the Preliminary Prospectuses
The following information updates information under the heading Shares Eligible for Future Sale in the Preliminary Prospectus:
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of shares of our common stock in the public market after this offering, or the perception that these sales may occur, could
adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.
A total of 156,785,672
shares of our common stock were outstanding as of July 31, 2018. Of these shares, 24,955,000 shares were sold in our IPO. These shares, along with the shares to be sold in this offering, will be freely tradable without restrictions or further
registration under the Securities Act, except for any shares sold to our affiliates, as that term is defined under Rule 144 under the Securities Act.
The remaining shares of our common stock are restricted securities, as that term is defined in Rule 144 under the Securities Act.
Restricted securities may be sold in the public market only if the offer and sale is registered under the Securities Act or if the offer and sale of those securities qualifies for exemption from registration, including exemptions provided by Rules
144 or 701 promulgated under the Securities Act.
Based on the number of shares outstanding as of July 31, 2018, under these various
lock-up
agreements, subject to volume and other restrictions of Rule 144 or Rule 701, shares will be released and become available for sale in the public market as follows:
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approximately 82.2 million shares held by stockholders that are not participating in this offering,
beginning on October 24, 2018; and
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approximately 41.6 million shares held by our directors, executive officers and the selling stockholders in
this offering beginning on the earlier of (i) 91 days after the date of this prospectus and (ii) the day following two full trading days after the public dissemination of our earnings results for the quarter ending October 31, 2018.
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We may issue shares of our capital stock from time to time for a variety of corporate purposes, including in
capital-raising activities through future public offerings or private placements, in connection with the exercise of stock options and warrants, vesting of RSUs and other issuances relating to our employee benefit plans and as consideration for
future acquisitions, investments or other purposes. The number of shares of our capital stock that we may issue may be significant, depending on the events surrounding such issuances. In some cases, the shares we issue may be freely tradable without
restriction or further registration under the Securities Act; in other cases, we may grant registration rights covering the shares issued in connection with these issuances, in which case the holders of the shares will have the right, under certain
circumstances, to cause us to register any resale of such shares to the public.