8-K

Uber Technologies, Inc.

Date: July 21, 2020

/s/ Dara Khosrowshahi

Dara Khosrowshahi

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 21, 2020

Date of Report (Date of earliest event reported)

Uber Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38902

45-2647441

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1455 Market Street, 4^th Floor

San Francisco, California 94103

(Address of principal executive offices, including zip code)

(415) 612-8582

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share

UBER

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events

This current report on Form 8-K is filed for the purpose of filing the attached exhibit in connection with Registration Statement No. 333-239985.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

5.1		Opinion of Cooley LLP

104		Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-5.1

Exhibit 5.1

LOGO

David G. Peinsipp

+1 415 693 2177

dpeinsipp@cooley.com

July 21, 2020

Uber Technologies, Inc.

1455 Market Street, 4th Floor

San Francisco, California 94103

Ladies and Gentlemen:

You have requested our opinion, as counsel to Uber Technologies, Inc., a Delaware corporation (the “Company”), with respect to certain matters in connection with the offering of 2,055,038 shares of its common stock, par value $0.00001 (the “Common Stock”), to be sold by certain selling stockholders (the “Selling Stockholder Shares”) as described in the Prospectus (each as defined below), pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-239985) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated July 21, 2020, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus, the “Prospectus”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus Supplement, (b) the Company’s Certificate of Incorporation and Bylaws, each as currently in effect and in effect at the time of the issuance of the Shares, and (c) originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies thereof; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than by the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed solely with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.

Cooley LLP 101 California Street, 5^th Floor, CA 94111-5800

t: (415) 693-2000 f: (415) 693-2222 cooley.com

LOGO

Uber Technologies, Inc.

July 21, 2020

Page Two

Sincerely,

Cooley LLP


By:		/s/ David G. Peinsipp
		David G. Peinsipp

Cooley LLP 101 California Street 5^th Floor, CA 94111-5800

t: (415) 693-2000 f: (415) 693-2222 cooley.com

Document and Entity Information	Jul. 21, 2020
Cover [Abstract]
Entity Registrant Name	Uber Technologies, Inc
Entity Address, Address Line Two	4th Floor
Amendment Flag	false
Entity Central Index Key	0001543151
Document Type	8-K
Document Period End Date	Jul. 21, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-38902
Entity Tax Identification Number	45-2647441
Entity Address, Address Line One	1455 Market Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
City Area Code	(415)
Local Phone Number	612-8582
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.00001 per share
Trading Symbol	UBER
Security Exchange Name	NYSE
Entity Emerging Growth Company	false