Zoom CEO sold all of his common shares | Hacker News Reader

Zoom CEO sold all of his common shares

investors.zoom.us

90 pointsxoxoy56 comments

This is complete nonsense. He sold about $23m worth of stock [1], while he owned about 22% of stock at the time of IPO, worth roughly ~$10b in total.

[1] https://www.gurufocus.com/news/1135874/zoom-video-communicat...

Came here to say this. He started with 0 shares of class A stock, and ends with 0 shares of class A stock.

What he did do is convert $23m worth of class B stock into class A stock, and sell it.

Adding up all the class B stock & options he holds at the end of the transaction (Table II, column 9), he still holds ~50M shares (worth ~$165 a pop as of this writing).

Even though the title is wack I just want to thank the original poster for inadvertently causing me to learn how to interpret SEC Form 4.

> he still holds ~50M shares (worth ~$165 a pop as of this writing).

I don't understand people like this. What could you possibly do with all that money? Just sell and retire.

You assume becoming a billionaire is the endgame here.

Is there any way to edit the HN post title to be more accurate?

"Zoom CEO sold $24m worth of stock" is still a pretty compelling headline.

How about "Zoom CEO sold 0.5% of his stock", which would be just as accurate but less compelling. He sold $24m, still has roughly 4 billion.

The best synthesis would be something like:

"Zoom CEO sells $24M from his $10B Zoom stake"

The current headline, "Zoom CEO sold all of his common shares", is technically correct but highly misleading – but's it's still interesting to see what a founder on a rocketship is doing to diversify a little, even in the particulars of the conversion/disclosure & how it's (mis-)interpreted by peanut galleries everywhere.

Just flag it. I really don't think your proposed headline would have gotten any traction here and would have immediately dropped off the front page.

> I really don't think your proposed headline would have gotten any traction here

That's OK with me.

Good point. Also, the title violates HN guidelines.

> "Zoom CEO sold $24m worth of stock" is still a pretty compelling headline.

Is it? That's like a quarter percent of his holdings.

> That's like a quarter percent of his holdings.

my calc says 0.025%

$24M sale / $10B holdings * 100

If he has stock worth $10 billion, it's insignificant.

I guess. I don't know how much of that $10b is readily liquid. If we really want to look at it in percentage terms it seems like that number is the one to compare to.

Frankly it seems reasonable to me to sell off some shares to "lock in" some of the gains; I'm not sure that shows a lack of confidence going forward.

Besides, there's a lot of reasons to sell shares. Maybe he's buying a house.

I see an X against 10% Owner. which means of the market cap of 46 billion Eric Yuan should own at the least $4.6 billion worth of shares. the current sale is noise (0.005 % of his shares. )

The very last line item on Table 1 shows 0 shares owned after his final sale.

That's some artifact of the form or the reporting requirements.

Per their Mar 20 2020 10k [1], Eric holds

> As of January 31, 2020, our founder, President and Chief Executive Officer, Eric S. Yuan, together with his affiliates, held approximately 16.5% of our outstanding capital stock

[1] https://investors.zoom.us/static-files/09a01665-5f33-4007-8e...

The first line implies 0 owned before, because he acquired X and now owns X afterward.

That’s class A shares. He got those by converting some of his class B shares.

See footnote 18 on the table.

This is a ludicrous headline. The CEO converted a tiny percentage of his class B shares to class A in order to sell them. There is nothing noteworthy here.

You cant really blame him.

Zoom is currently valued at around 60 times its annual recurring revenues. Their share price has tripled since January.

The whole crisis was a fantastic opportunity for them, but it also means that it is going to become critical for microsoft, google and all to offer a competitive product sooner rather than later, considering how many companies are going remote.

The competitive advantage of zoom is real, but how long can it last if that becomes a priority for these players. I am not saying that zoom is going to become worthless any time soon but that it's going to be very high to maintain that kind of multiple for a long period of time, especially after covid times.

Zooms competitive advantage will disappear when this is over. It’s a service that’s been around for what seems like ever but no one wanted to use it when there were better alternatives. Suddenly have 30 people in a tiled interface was an advantage, but not something anyone ever wanted.

ZM has two classes of Common Stock - Class A & Class B.

Looks like Eric exited his Class A shares but he still holds over $4B+ USD in Class B.

source: https://docoh.com/company/1773298/yuan-eric-s/insider-owners...

He didn't exit class A, he didn't hold it in the first place. Instead, he converted a small percentage of his class B into class A, and sold it.

Converting from Class B -> Class A opens a position in Class A.

Selling those Class A shares is still exiting a position in Class A.

But you're definitely right about the context!

He merely converted some Class B shares (non-publicly traded with 10X voting rights) to Class A (publicly traded) in order to sell them.

How do you interpret this? The first row he acquired 70,143 at a cost of $0, and the amount he owns after that is 70,143? So he didn't have any before the 11th? Then he sells them all for $LOTS, and then acquires another 70,143 at a cost of $0, and sells them all again? Is this just him cashing out a bonus paid in class A when his actual holdings (assuming he held any before the 11th) are in some other class?

If you scroll down in the sheet, you can see that he also disposed of the same number of class B shares. He is simply converting a small number of his class B shares (not publicly traded, 10X voting rights) to class A so he can sell them.

Gotcha, that makes sense - thanks!

Is this not an action that commonly is prepared months in advance?

Yes. From the looks of it, the CEO is just selling a previously-negotiated award on the date of acquisition. He has been awarded, then immediately sells roughly 70,000 shares a day over two days, along with exercising some options.

Table II shows that he still (indirectly) owns around 24 million shares of Class B stock and 130k options.

This is a nothingburger.

Yes, footnote 1 says the transactions were effected pursuant to a 10b5-1 plan.

The filing notes that these trades are following a 10b5-1 plan, which is basically exactly that: you set up trades in advance so that you can make them without falling afoul of the insider trading rules.

It looks like this is part of a normal "exercise and sell all your options as soon as you receive them" plan. Notice that on 5/11, he goes from 70,143 shares to 0 over the course of the day. And then again on 5/12, he goes from 70,143 shares to 0 over the course of the day. It wouldn't have gone back up to 70,143 the next day if he'd just sold his lump sum of founder shares.

Maybe he wanted a boat. Or a moat. Or maybe he wanted to buy some distressed assets. Or thought now is the right time to setup a trust for his loved ones.

Point being, people sell for so many reasons but they only buy for one reason: they think it will make them money.

It’s interesting when insiders buy big. Selling has too much noise.

I’m not able to work our from this if it’s actually all his common stock. Any idea where to get that.

I found this https://jodie.ai/shareholder/1773298 but it still looks like random noise to me :-/

It should be somewhere in the SEC filings, but a company like Morningstar (and probably many brokerages) should have this information as part of a standard stock research report.

you cannot work it out from this form. it tells you what he’s selling and when it was acquired.

it does look bad though

I do not see why it looks bad. As others said, he sold a tiny percentage of holdings, which is a standard setup for many executives (with sale notifications filed with SEC months in advance)

From the form, he has many many more class B shares that he didn’t sell. This was only a small proportion - maybe he’s buying a yacht?

oh yes. the yacht for social distancing. forgot about that

The very last line item on Table 1 shows 0 shares owned after his final sale.

That’s class A shares, which are publicly traded. He also has many class B shared which are not publicly traded but have 10X voting power. This was just selling a bit of the company to get some available cash.

Could be something ominous (though that seems like it would be blatant insider trading). Or, perhaps the CEO thinks that the stock has peaked for the near future. Given Zoom's popularity right now, that seems like a real possibility.

Perhaps this isn’t the best thing for the company, but personally, I can’t imagine having even ten million dollars in stocks (what seems to be the value of the stocks sold per my calculation) and wanting to just keep them there, especially in a single stock. Sell it all, and donate all but three or four million. That’s more enough money to live the rest of your life in a very comfortable way. What’s the point of having more? It’s just a rat race to show off to the people around you.

That said, he’s already a billionaire, so it’s not like this is actually a significant change in value for him.

The point of owning more stock (or wealth in general) is often not simply "living comfortably" or any sort of pure consumption. If that's your framing, lots of large-scale economic behavior will remain unimaginable.

Similarly, it's not "just a rat race to show off", either – though there's some of that, as a psychological motive among the very-rich. That's still not sufficient to describe the logic of what's actually going on.

Rather, ownership of such highly-valuable assets is about the control it offers, over how those assets are used. In this case, the primary asset is "Zoom Video Communications Inc", and all its intangible & tangible assets, including experienced staff, intellectual property, brands, relationships with locked-in users bases, etc.

If Eric Yuan wants to guarantee he retains the largest influence over what Zoom does in the future – because he has pride of creation, because he believes it's a valuable service for society, because he finds it an intellectually stimulating way to live life & exercise his unique talents, moreso than just being a 'consumer', he must retain the lion's share of equity ownership. Such ownership is how our society tracks control over big synergistic flotillas of resources.

The theoretical amount of lifetime-consumption that ownership could instead represent, if sold, is a tangential detail to the full significance of the holding. And, a true plan to "sell it all" would likely cause much of the value to evaporate – as some of the perceived trading value of the circulating shares is premised on the founder's continued immersion in the business.

To a limited extent, the ability to liquidate "a little", & thus get the lifetime-consumption-security that you've portrayed as the whole "point", is relevant – but not because it completes Yuan's ambition, ensuring a lifetime of 'comfort', but because it could allow even more focus on the bigger social enterprise involved.

Personally, I can’t imagine someone caring about that at all. Especially when you compare it to the possibility of saving hundreds of thousands of lives (https://www.givewell.org/giving101/Your-dollar-goes-further-...).

But yes, some people clearly care about this sort of power above all else.

Yet, if no one cared about "this sort of power" – the creative possibilities of large-scale enterprises under the control of those most engaged – we wouldn't have these computers, this internet, this HN.

And Bill Gates is likely going to save (if he hasn't already) many more lives with his post-ambitious-building wealth, than if he'd cashed out as soon as he had "three or four million… to live the rest of [his] life in a very comfortable way", and donated the rest at that early moment.

Sales can happen for any number of reasons.

Let me know when a CEO buys...

+1 to this. There was a study IIRC that insider buys in open market were the only reliable signal from insider buys and sells -- especially if the insiders had been officers (directors/executives) for a while.

He is entitled to options and stock during the whole period of his tenure. So he is buying all the time.

Post title is false. Form shows that all of his remaining shares (>100x the amount sold) are Class B common shares, which has 10x voting rights.

No, this just seems to be selling two options.

Sec Form 4 - "C — Conversion of derivative security"

I think Table II seems to show he has a Trust which own another 18million shares?

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