SEC Info - Trupanion, Inc. - ‘10-K’ for 12/31/19

Trupanion, Inc. – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Thursday, 2/13/20, at 5:37pm ET · As of: 2/14/20 · For: 12/31/19 · Accession #: 1371285-20-32 · File #: 1-36537

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.97M 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 36K 3: EX-10.22 Material Contract HTML 34K 4: EX-10.23 Material Contract HTML 32K 5: EX-21.1 Subsidiaries List HTML 27K 6: EX-23.1 Consent of Experts or Counsel HTML 29K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 32K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 32K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 27K 10: EX-32.2 Certification -- §906 - SOA'02 HTML 27K 48: R1 Cover Page Document HTML 87K 94: R2 Consolidated Statement of Operations HTML 72K 68: R3 Consolidated Statement of Comprehensive Income HTML 40K Statement 37: R4 Consolidated Balance Sheet HTML 110K 47: R5 Consolidated Balance Sheet Condensed Consolidated HTML 52K Balance Sheet Parentheticals 93: R6 Consolidated Statement of Stockholders' Equity HTML 74K Statement 67: R7 Consolidated Statement of Cash Flows HTML 127K 33: R8 Condensed Consolidated Balance Sheet HTML 57K Parentheticals 50: R9 Net Loss per Share HTML 37K 71: R10 Property Plant and Equipment (Notes) HTML 67K 98: R11 Intangible Assets (Notes) HTML 63K 45: R12 Investment Securities (Notes) HTML 99K 32: R13 Other Investments (Notes) HTML 33K 70: R14 Fair Value HTML 84K 97: R15 Commitment and Contingencies HTML 59K 44: R16 Claims Reserve (Notes) HTML 264K 31: R17 Debt HTML 32K 72: R18 Stock-based Compensation HTML 121K 96: R19 Leases (Notes) HTML 46K 55: R20 Stockholder's Equity (Notes) HTML 34K 18: R21 Segments HTML 85K 74: R22 Dividend Restrictions Statutory Surplus (Notes) HTML 44K 81: R23 Income Taxes (Notes) HTML 140K 54: R24 Retirement Plan (Notes) HTML 30K 17: R25 Quarterly Financial Information (Notes) HTML 78K 73: R26 Schedule 1-Parent Only Disclosures [Schedule] HTML 198K (Notes) 80: R27 Nature of Operations and Summary of Significant HTML 227K Accounting Policies (Policies) 53: R28 Other Investments details (Policies) HTML 34K 19: R29 Net Loss per Share (Tables) HTML 37K 36: R30 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Exhibit 4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

As of December 31, 2019, Trupanion, Inc. (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company’s common stock.

Description of Capital Stock

The following description of the Company’s common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and the Company’s Amended and Restated Bylaws (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. This description should be read in conjunction with the Certificate of Incorporation, Bylaws, and applicable Delaware law.

Authorized Capital Stock

The Company’s authorized capital stock consists of 100,000,000 shares of common stock, $0.00001 par value per share (“Common Stock”), and 10,000,000 shares of preferred stock, $0.00001 par value per share (“Preferred Stock”). The Company only has shares of Common Stock outstanding, all of which are fully paid and nonassessable.

Voting Rights

Holders of Common Stock are entitled to one vote per share on all matters voted on by the stockholders, including the election of directors. The Common Stock does not have cumulative voting rights. The Certificate of Incorporation provides for a classified board of directors consisting of three classes of with the number of directors in each class divided as nearly equal as reasonably possible, each serving staggered three-year terms.

Dividend Rights

Subject to the rights of holders of outstanding shares of Preferred Stock, if any, the holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors in its discretion out of funds legally available for the payment of dividends.

Liquidation Rights

Subject to any preferential rights of outstanding shares of Preferred Stock, holders of Common Stock will share ratably in all assets legally available for distribution to the Company’s stockholders in the event of dissolution.

Other Rights and Preferences

The Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange rights.

Anti-Takeover Effects of Provisions of Delaware Law, the Certificate of Incorporation, and the Bylaws

Certain provisions of Delaware law, the Certificate of Incorporation and the Bylaws contain provisions that could discourage, delay or prevent a change in control of the Company or changes in its management.

Delaware Anti-Takeover Statute

The Company is subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed “interested stockholders” from engaging in a “business combination” with a publicly-held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the Company’s board of directors, such as discouraging takeover attempts that might result in a premium over the market price of the Common Stock.

Undesignated Preferred Stock

The Company's board of directors has the authority, without further action by stockholders, to issue up to 10,000,000 shares of undesignated Preferred Stock, with voting or other rights and preferences designated from time to time by the Company's board of directors.

Elimination of Stockholder Ability to Act by Written Consent or Call Special Meetings

The Certificate of Incorporation eliminates the right of stockholders to act by written consent without a meeting. Further, the Bylaws and Certificate of Incorporation provide that special meetings of stockholders may be called only by a majority of the Company's board of directors, chairman of the board of directors, Chief Executive Officer or President. As a result, stockholders may only initiate action properly brought through an annual meeting.

Advance Notice Requirements

The Bylaws provide advance notice procedures for stockholders seeking to bring business before, or to nominate candidates for election as directors at, the annual meeting of stockholders. The Bylaws specify certain requirements regarding the timing, form and content of a stockholder's notice.

Classified Board

The Company’s board of directors is divided into three classes. The directors in each class serve for a three-year term, one class being elected each year by the Company’s stockholders, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of the Company’s stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Choice of Forum

The Certificate of Incorporation provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the exclusive forum for certain litigation that may be initiated by the Company's stockholders.

Listing

The Common Stock is traded on The Nasdaq Stock Market LLC under the trading symbol “TRUP”.

This ‘10-K’ Filing		Date	Other Filings

Filed as of:		2/14/20	SC 13G/A
Filed on:		2/13/20	4, 8-K
For Period end:		12/31/19	4, 4/A, DEF 14A
	List all Filings

This ‘10-K’ Filing

Date

Other Filings

Filed as of:

2/14/20

SC 13G/A

Filed on:

2/13/20

4, 8-K

For Period end:

12/31/19

4, 4/A, DEF 14A

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Trupanion, Inc. 10-K 12/31/23 109:12M 2/16/23 Trupanion, Inc. 10-K 12/31/22 104:12M 2/17/22 Trupanion, Inc. 10-K 12/31/21 104:11M 2/12/21 Trupanion, Inc. 10-K 12/31/20 101:12M

Trupanion, Inc. – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Thursday, 2/13/20, at 5:37pm ET · As of: 2/14/20 · For: 12/31/19 · Accession #: 1371285-20-32 · File #: 1-36537

Previous ‘10-K’: ‘10-K’ on 2/14/19 for 12/31/18 · Next: ‘10-K’ on 2/12/21 for 12/31/20 · Latest: ‘10-K’ on 2/27/24 for 12/31/23 · 4 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Trupanion, Inc. – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Thursday, 2/13/20, at 5:37pm ET · As of: 2/14/20 · For: 12/31/19 · Accession #: 1371285-20-32 · File #: 1-36537

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents