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Share Name | Share Symbol | Market | Type |
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Atlassian Corporation PLC | NASDAQ:TEAM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-18.86 | -9.51% | 179.55 | 179.50 | 179.80 | 183.90 | 172.345 | 182.73 | 5,866,983 | 00:51:47 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION |
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WASHINGTON, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT
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UNDER
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THE SECURITIES ACT OF 1933
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Atlassian Corporation Plc
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(Exact Name of Registrant as Specified in Its Charter)
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_______________________________
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United Kingdom
(State or Other Jurisdiction of Incorporation or Organization) |
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98-1258743
(I.R.S. Employer Identification Number) |
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Exchange House
Primrose Street
London EC2A 2EG
c/o Herbert Smith Freehills LLP
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(Address of Registrant’s Principal Executive Offices)
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_____________________________
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2015 SHARE INCENTIVE PLAN
(Full title of the plan)
_____________________________
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Stuart Fagin
Deputy General Counsel
Atlassian, Inc.
1098 Harrison Street
San Francisco, California 94103
415.701.1110
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(Name, address and telephone number of agent for service)
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_____________________________
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Title of securities to be registered
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Amount to be registered (1) |
Proposed maximum
offering price per share |
Proposed maximum aggregate offering price
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Amount of
registration fee |
Class A ordinary shares, nominal value $0.10 per share, reserved for issuance under the 2015 Share Incentive Plan
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11,423,916
(2)
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$47.39
(3)
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$541,379,379.24
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$67,401.73
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares which become issuable under the above-named plans by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding ordinary shares.
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(2)
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Represents shares of Registrant’s Class A ordinary shares that were automatically added to the shares authorized for issuance under the Registrant’s 2015 Share Incentive Plan on July 1, 2017 pursuant to an “evergreen” provision contained in the 2015 Share Incentive Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2015 Share Incentive Plan automatically increases on July 1
st
of each year by 5% of the total number of shares of the Registrant’s shares outstanding on June 30
th
of the preceding fiscal year, or a lesser number of shares determined by the Registrant’s board of directors.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Class A ordinary shares on October 27, 2017, as reported on the Nasdaq Global Select Market.
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(a)
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The Registrant’s Annual Report on Form 20-F for the fiscal year ended June 30, 2017, filed with the Commission on September 1, 2017 (File No. 001-37651);
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(b)
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, not deemed to be filed) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
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(c)
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The description of the Registrant’s Class A ordinary shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37651) filed with the Commission on November 30, 2015 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.
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Signature
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Title
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Date
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/s/ Michael Cannon-Brookes
Michael Cannon-Brookes
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Co-Chief Executive Officer and Director
(Co-Principal Executive Officer)
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November 3, 2017
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/s/ Scott Farquhar
Scott Farquhar
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Co-Chief Executive Officer and Director
(Co-Principal Executive Officer)
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November 3, 2017
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/s/ Murray J. Demo
Murray J. Demo
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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November 3, 2017
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/s/ Shona L. Brown
Shona L. Brown
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Director
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November 3, 2017
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/s/ Heather Mirjahangir Fernandez
Heather Mirjahangir Fernandez
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Director
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November 3, 2017
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/s/ Jay Parikh
Jay Parikh
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Director
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November 3, 2017
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/s/ Enrique Salem
Enrique Salem
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Director
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November 3, 2017
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/s/ Steven Sordello
Steven Sordello
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Director
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November 3, 2017
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/s/ Richard P. Wong
Richard P. Wong
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Director
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November 3, 2017
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Exhibit No.
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Description
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4.1
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4.2
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99.1
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5.1
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23.1
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23.2
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24.1
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(1)
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Filed as Exhibit 3.1 to the Registrant's report on Form 6-K, filed previously with the Commission on December 8, 2016 and incorporated by reference herein.
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(2)
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Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-207879), filed previously with the Commission on November 18, 2015 and incorporated by reference herein.
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(3)
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Filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form F-1 (File No. 333-207879), filed previously with the Commission on November 9, 2015 and incorporated by reference herein.
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