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Comment by matchagaucho | Hacker News Reader

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matchagaucho

The latest Uber investment rounds require that employees hold onto their shares for one year after going public.

This will prevent employees from flooding the market post-IPO and devaluing the stock.

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It also prevents employees from realizing any value if the stock price drops in the first year.

EDIT: Nothing quite like watching the public stock price decline while you're in your lockup period.

Similar vein is getting acquired by a public company and watching your stock based retention packaged drop by 30% before the 1 year cliff hits.

Thats cost me north of a few million before ...

But the stock will be considered income in the IPO year and subject to withholding, right?

So some employees will work for a negative potentially six figure salary (100% withholding + 5-6 figures owed to the IRS) with no way to pay the IRS until they can sell the stock in the next year?

That can't be right. How does this work?

RSUs are "restricted" in the sense that employees do not own them until exercised, which defers the tax burden.

Typically, a portion of the RSUs are withheld to cover taxes when exercised.

You don't exercise RSUs. RSUs are taxable as they vest. At my company, a portion of your vesting RSUs are sold every time to pay the tax on them, unless you provide some cash to pay the tax.

Right, I am interested in whether they would do this during the lockup period. It would seem that if employees were contractually obligated to hold their positions, selling to cover taxes wouldn't be allowed.

You know, i've never really delved into the details of this, but i wonder if it's only required to be withheld, not sold. That is, uber could withhold the right number of shares, and is selling them itself or repurchasing them and paying out the FMV.

In any case, Uber has to pay the withholding, and i suspect they have no magic way around this.

What happens when private RSUs vest? Do companies withhold some RSUs and the government considers the tax bill paid by the withheld amount?

That depends on the stock plan agreement. One possibility is to make an IPO a vesting requirement. This guarantees a public market to sell them into.

Sure, but what about the lockup period between IPO and actual liquidity?

RSU's are sold at vest to cover taxes.

But if Uber isn't yet public, and won't allow a market in its shares, who would one sell the shares TO to cover the tax?

RSU's are only restricted until vest. Once they vest, they are unrestricted stock. Uber cannot control what you do with that stock (or at least, i'm not familiar with any company that has done so, and not sure that it's legal to do so)

As long as they are private, they can put lots of restrictions on what can be done with shares. That's the point of the whole article. Ultimately, people are allowed to exercise their ISO's and turn them into shares, they just can't do anything with those shares -- Uber won't buy them, and won't allow you to sell them to anyone else!

I think the sibling post answered the question -- RSU's don't vest until the company goes public. So, instead of getting illiquid comp, you just get none until Uber is public.

ISO != RSU. They are different forms of restricted property, and when it comes to restricted stock, as i said, it's only restricted until vest. They can control when it vests, but even if they are private, they can't control what you do with restricted stock once it is vested, because it is then unrestricted stock, whether uber is private or not.

They actually can if they determine that you possess non-public information which could allow you to gain from the stock in a manner that can be considered "insider trading"

Typically this is only for short periods for higher-up people but it can affect "normal" engineers too (say you do a tech due diligence for an acquisition etc....)

Uber's RSUs have both a time condition and a "Uber goes public/Uber gets acquired" condition before they can vest.

Do other companies have this clause in place?

The latest unicorn rounds are redefining liquidity preferences. Wouldn't be surprised if there are others.

VCs want protection when valuing a company at $60B+. Employees are, unfortunately, last in line under the current RSU models.

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