Planet and Google Le

LETTER submitted by Planet Labs Inc.

Revised Ownership Exhibit

2017-03-02

This document pretains to SES-T/C-20170215-00175 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2017021500175_1191964

March 2, 2017 VIA ELECTRONIC FILING Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street N.W. Washington, DC 20554 Re: Planet Labs Inc. and Google Inc., Call Sign S2862, IBFS File No. SAT-T/C-20170215-00018; Call Sign E130037, IBFS File No. SES-T/C-20170215-00175 Dear Ms. Dortch: Planet Labs Inc. (“Planet”) and Google Inc. (“Google”) hereby submit a revised ownership exhibit in the above-captioned application proceedings regarding the transfer of control of Terra Bella Technologies Inc. (“Terra Bella”) from Google to Planet. The revised ownership exhibit contains the following information requested by the International Bureau:  The post-acquisition, non-diluted percentage equity interests for the identified shareholders;  Additional ownership information for Draper Fisher Jurvetson; and  Additional ownership information for Google. Please feel free to contact the undersigned with any questions. Sincerely, /s/ Ulises R. Pin /s/ Tony Lin Ulises R. Pin Tony Lin Partner Counsel Morgan, Lewis & Bockius LLP Hogan Lovells US LLP Upin@morganlewis.com Tony.Lin@hoganlovells.com D 202-739-3001 D 202-637-5795 Enclosure cc: Karl Kensinger Stephen Duall

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Revised Response to Questions 40 and A20 (March 2, 2017) OWNERSHIP EXHIBIT Upon consummation of the proposed transaction, Terra Bella Technologies Inc. (“Terra Bella”) will become a wholly-owned subsidiary of Planet Labs TB, Inc. Planet Labs TB, Inc. will be a wholly-owned subsidiary of PL Intermediate TB, Inc., which in turn will be a wholly- owned subsidiary of Planet Labs Inc. (“Planet”). As part of the transaction, Google Inc., a subsidiary of Alphabet Inc., the ultimate parent of Terra Bella, will acquire approximately a 15.68% equity interest in Planet on a fully-diluted basis. The attached Appendix 1 provides a chart of the post-acquisition ownership structure for Terra Bella. Planet is a privately held corporation. After consummation of the transaction, the following individuals or corporations will hold a 10 percent or more equity and/or voting interest in Terra Bella: Draper Fisher Jurvetson (see below) 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 ~12.93% equity interest on a fully-diluted basis (~15.58% equity interest on a non-diluted basis) Google Inc. (Delaware corporation) 1600 Amphitheatre Parkway Mountain View, CA 94043 ~15.68% equity interest on a fully-diluted basis (~18.89% equity interest on a non-diluted basis) William S. Marshall (United Kingdom citizen) 346 9th St. San Francisco, CA 94103 ~32.31% voting interest Robert H. Schingler Jr. (United States citizen) 346 9th St. San Francisco, CA 94103 ~32.31% voting interest 1

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Revised Response to Questions 40 and A20 (March 2, 2017) Officers The address for all officers of Planet is 346 9 th Street, San Francisco, CA 94103. Name Title William S. Marshall Chief Executive Officer Tom Barton Chief Operating Officer David Oppenheimer Chief Financial Officer Directors Name Address William S. Marshall 346 9th Street San Francisco, CA 94103 Robert H. Schingler, Jr. 346 9th Street San Francisco, CA 94103 Steve Jurvetson 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Zachary Bogue 665 3rd Street, Suite 150 San Francisco, CA 94107 Ann Mather 8025 Carmel Valley Road Carmel, CA 93923 Carl Bass 111 McInnis Parkway San Rafael, CA 94903 2

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Revised Response to Questions 40 and A20 (March 2, 2017) Draper Fisher Jurvetson (“DFJ”) is a group of venture capital investment funds led by founders, Timothy Draper, John H.N. Fisher, and Steve Jurvetson (the “DFJ Founders”). 1 Historically, DFJ investments have focused on early-stage companies. Some of the more notable DFJ investments include Baidu (Nasdaq: BIDU), Box (NYSE: BOX), Cylance, Nervana (Intel), Skype, SolarCity (Nasdaq: SCTY), SpaceX, Tesla Motors (Nasdaq: TSLA), Twilio (NYSE: TWLO), Twitter (NYSE: TWTR), Tumblr (Yahoo!), Unity, Yammer (Microsoft), and Zoox. Four DFJ funds (the “DFJ Funds”) are investors in Planet and collectively hold a 12.93% equity interest on a fully-diluted basis (the “DFJ Equity Interest”), as follows: 2  Draper Fisher Jurvetson Partners X, LLC (California LLC) – 2.75% of the DFJ Equity Interest (0.36% equity interest in Planet on a fully-diluted basis);3  Draper Associates Riskmasters Fund II, LLC (California LLC) – 4.06% of the DFJ Equity Interest (0.52% equity interest in Planet on a fully-diluted basis);4  Draper Associates Riskmasters Fund III, LLC (California LLC) – 3.19% of the DFJ Equity Interest (0.41% equity interest in Planet on a fully-diluted basis);5 and  Draper Fisher Jurvetson Fund X, L.P. (Cayman Islands Limited Partnership) – 90.00% of the DFJ Equity Interest (11.64% equity interest in Planet on a fully-diluted basis).6 Attached as Appendix 2 is an organizational chart of the DFJ Funds. Each of the DFJ Funds is controlled directly or indirectly by one or more of the DFJ Founders. Each DFJ Founder is a U.S. citizen and can be reached at 2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025. No other individual or entity (that is not controlled by one or more of the DFJ Founders) has control of the DFJ Funds or should be treated as having a 10% or greater voting interest in the DFJ Funds.7 1 Planet had previously identified the DFJ Funds incorrectly as a single California company. 2 On a non-diluted basis, the DFJ Funds have a collective 15.58% equity interest in Planet. 3 On a non-diluted basis, Draper Fisher Jurvetson Partners X, LLC has a 0.43% equity interest in Planet. 4 On a non-diluted basis, Draper Associates Riskmasters Fund II, LLC has a 0.63% equity interest in Planet. 5 On a non-diluted basis, Draper Associates Riskmasters Fund III, LLC has a 0.50% equity interest in Planet. 6 On a non-diluted basis, Draper Fisher Jurvetson Fund X, L.P. has a 14.02% equity interest in Planet. 7 Each of the DFJ Funds is either a limited liability corporation or limited partnership and does not have voting stock. Further, each member or limited partner is prohibited from, and not 3

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Revised Response to Questions 40 and A20 (March 2, 2017) There are approximately 85 passive investors in the DFJ Funds. Approximately 51 are outside investors (i.e., investors not-related to DFJ), who are limited partners in the primary investment fund, Draper Fisher Jurvetson Fund X, L.P., which holds 90% of the DFJ Equity Interest in Planet. The other passive investors are DFJ partners, family members or employees— these passive investors are primarily members of the three other funds, which together hold 10% of the DFJ Equity Interest in Planet. 8 No investor directly or indirectly in the aggregate has 10% or more of the DFJ Equity Interest or, in other words, has a 10% or greater equity interest in the DFJ Funds. 9 Google Inc. is wholly owned by Alphabet Inc., a publicly traded company (NASDAQ: GOOGL). As of the date of the filing of the transfer of control application, the following persons have a 10% or greater voting or equity interest in Alphabet Inc.: Name: Larry Page Address: 1600 Amphitheatre Parkway Mountain View, CA 94043 Ownership: ~42.3% of Class B common stock Citizenship: United States Principal Business: CEO and Director, Alphabet Inc. Name: Sergey Brin Address: 1600 Amphitheatre Parkway Mountain View, CA 94043 Ownership: ~41.0% of Class B common stock Citizenship: United States Principal Business: President and Director, Alphabet Inc. The shares held by Mr. Page and Mr. Brin together represent more than 50% of voting power. No other person or entity has a 10% or greater direct or indirect voting or equity interest in Alphabet Inc. engaged in, active involvement in the management or operation of the applicable DFJ Fund, i.e., is a passive investor. See also infra note 9. 8 One DFJ partner is also a passive investor in Draper Fisher Jurvetson Fund X, L.P. 9 None of the limited partners of Draper Fisher Jurvetson Fund X, L.P., which holds 90% of the DFJ Equity Interest, has a 10% or greater equity interest in that fund. 4

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Revised Response to Questions 40 and A20 (March 2, 2017) For the Commission’s convenience, following is the list of executive officers and directors of Alphabet Inc., which is publicly available in the Alphabet Inc. Proxy Statement filed with the Securities and Exchange Commission. 10 10 See Alphabet Inc., Proxy Statement, Schedule 14A (Apr. 29, 2016), https://www.sec.gov/Archives/edgar/data/1652044/000130817916000384/lgoog_def14a.htm. 5

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Revised Response to Questions 40 and A20 (March 2, 2017) Executive Officers The address for all executive officers is 1600 Amphitheatre Parkway Mountain View, CA 94043. Name Title Larry Page CEO Sergey Brin President Eric Schmidt Executive Chairman of the Board of Directors Diane B. Greene SVP, Google Inc. David C. Drummond SVP, Corporate Development, Chief Legal Officer, and Secretary Sundar Pichai CEO, Google Inc. Ruth M. Porat SVP and CFO Directors Name Address Larry Page 1600 Amphitheatre Parkway Mountain View, CA 94043 Sergey Brin 1600 Amphitheatre Parkway Mountain View, CA 94043 Eric Schmidt 1600 Amphitheatre Parkway Mountain View, CA 94043 L. John Doerr 2750 Sand Hill Road Menlo Park, CA 94025 Diane B. Greene 1600 Amphitheatre Parkway Mountain View, CA 94043 John L. Hennessy 1600 Amphitheatre Parkway Mountain View, CA 94043 Ann Mather 8025 Carmel Valley Road Carmel, CA 93923 Alan R. Mulally 1600 Amphitheatre Parkway Mountain View, CA 94043 Paul S. Otellini 1600 Amphitheatre Parkway Mountain View, CA 94043 K. Ram Shriram 2725 Sand Hill Road, Suite 120 Menlo Park, CA 94025 Shirley M. Tilghman 1600 Amphitheatre Parkway Mountain View, CA 94043 6

FCC Form 312 Planet Labs Inc. – Google Inc. Transfer of Control Application Revised Response to Questions 40 and A20 (March 2, 2017) APPENDIX 1 Post-Acquisition Ownership and Control of Terra Bella Technologies Inc. Planet Labs Inc. 100% ownership PL Intermediate TB, Inc. 100% ownership Planet Labs TB, Inc. 100% ownership Terra Bella Technologies Inc.

Appendix 2 Organizational Chart of DFJ Funds DFJ Fund X, Ltd. (Cayman Islands Corporation) Directors: Timothy Draper, John Fisher and Steve Jurvetson General partner Advisory entity that provides management services Draper Fisher Jurvetson Limited Partners Fund X Partners, L.P. Draper Fisher Jurvetson Fund X (primarily outside Management Company LLC investors) (Cayman Islands Limited 99% equity interest in Partnership) (California LLC) Limited Partners: DFJ partners, Members: DFJ partners Fund X family members and Managing Members: Timothy Draper, employees John Fisher and Steve Jurvetson General partner and 1% equity interest holder in Fund X Draper Fisher Jurvetson Draper Associates Riskmasters Fund Draper Associates Riskmasters Fund Draper Fisher Jurvetson Partners X, LLC II, LLC III, LLC (California LLC) (California LLC) Fund X, L.P. ("Fund X") Members: Draper family Members: Draper family (California LLC) Members: DFJ partners and family Managing Member: Timothy Draper Managing Member: Timothy Draper (Cayman Islands Limited Partnership) Managing Members: Timothy Draper, John Fisher and Steve Jurvetson Planet


Document Created: 2017-03-02 15:45:24
Document Modified: 2017-03-02 15:45:24
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