AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNERS(1) OWNERSHIP(2) CLASS
Sky D. Dayton… 2,819,572(3) 8.8%
Reed E. Slatkin… 1,803,366(4) 5.6
Kevin M. O’Donnell… 1,706,032(5) 5.3
Sidney Azeez… 251,560(6) *
Charles G. Betty… 424,234(7) 1.3
Linwood A. Lacy, Jr… 68,437(8) *
Robert M. Kavner… 101,162(9) *
Paul McNulty… 770,167(10) 2.4
William T. Esrey… 12,004,125(11) 29.5
Len J. Lauer… 12,004,125(12) 29.5
Dr. Richard D. Edmiston… 22,750(13) *
William S. Heys… 8,700(14) *
Grayson L. Hoberg… 34,562(15) *
David R. Tommela… 20,250(16) *
Brinton O.C. Young… 117,500(17) *
Sprint Corporation… 12,004,125(18) 29.5
Gilder Gagnon Howe & Co, LLC… 3,153,856(19) 9.9
All directors and executive officers as a group
(15persons)… 20,152,417(20) 48.8
- Represents beneficial ownership of less than 1% of our common stock.
(1) Except as otherwise indicated by footnote (i) the named person has sole
voting and investment power with respect to all shares of common stock shown
as beneficially owned, and (ii) the address of the named person is that of
EarthLink.
(2) Beneficial ownership is determined in accordance with the rules of the SEC,
based on factors including voting and investment power with respect to
shares, subject to applicable community property laws. Shares of common
stock subject to options or warrants exercisable within 60 days of March 31,
1999 are deemed outstanding for the purpose of computing the percentage
ownership of the person holding such options or warrants, but are not deemed
outstanding for computing the percentage ownership of any other person.
(3) Includes options to purchase 50,000 shares of common stock.
(4) Includes (i) warrants to purchase 365,000 shares of common stock and (ii)
24,148 shares of common stock held in trust for Mr. Slatkin’s minor
children.
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(5) Includes (i) 15,076 shares of common stock by Mr. O’Donnell’s son, and (ii)
warrants to purchase 365,000 shares of common stock. Mr. O’Donnell disclaims
beneficial ownership of the shares of common stock held by his son and the
shares of common stock issuable upon exercise of options held by his son.
(6) Includes 62,503 shares of common stock held by Mr. Azeez’s family.
(7) Includes options to purchase 257,500 shares of common stock.
(8) Includes options to purchase 20,000 shares of common stock.
(9) Includes warrants to purchase 6,668 shares of common stock and options to
purchase 60,000 shares of common stock.
(10) Includes 633,440 shares held of common stock by Quantum Industrial Partners
LDC whom Mr. McNulty represents on the Company’s Board, and 136,727 shares
of common stock held by Soros Fund Management LLC for whom Mr. McNulty
serves as Managing Director. Mr. McNulty disclaims beneficial ownership of
such shares.
(11) Includes 3,192,088 shares of common stock, 4,102,941 shares of Series A
convertible preferred stock convertible into 8,205,882 shares of common
stock and 606,155 shares of Series B convertible preferred stock convertible
into 606,155 shares of common stock beneficially owned by Sprint and which
Mr. Esrey and Mr. Lauer may be deemed to beneficially own.
(12) Includes 3,192,088 shares of common stock, 4,102,941 shares of Series A
convertible preferred stock convertible into 8,205,882 shares of common
stock and 606,155 shares of Series B convertible preferred stock convertible
into 606,155 shares of common stock beneficially owned by Sprint and which
Mr. Esrey and Mr. Lauer may be deemed to beneficially own.
(13) Includes options to purchase 18,750 shares of common stock.
(14) Includes options to purchase 7,500 shares of common stock and warrants to
purchase 1,200 shares of common stock.
(15) Represents options to purchase 34,562 shares of common stock.
(16) Represents options to purchase 20,250 shares of common stock.
(17) Includes options to purchase 117,500 shares of common stock.
(18) Includes 3,192,088 shares of common stock, 4,102,941 shares of Series A
convertible preferred stock convertible into 8,205,882 shares of common
stock and 606,155 shares of Series B convertible preferred stock convertible
into 606,155 shares of common stock beneficially owned by Sprint and which
Mr. Esrey and Mr. Lauer may be deemed to beneficially own.
(19) Includes 2,792,756 shares held in customer accounts over which members
and/or employees of the named person have discretionary authority to dispose
of or direct the disposition of the shares, 348,900 shares held in accounts
owned by the members of the named person and their families and 12,200
shares held in the account of the profit sharing plan of the named person.
(20) Includes (i) options and warrants to purchase 1,302,868 shares of common
stock, and (ii) 101,727 shares of common stock owned by family members or
affiliates of certain members of the group.