FirstMark Capital Reports Ownership of Shares of Shopify Inc.

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NEW YORK, May 27, 2015 /CNW/ - FirstMark Capital, LLC ("FirstMark LLC") announced today that it holds, through FirstMark Capital I, L.P. ("FirstMark I LP"), 7,921,775 Class B multiple voting shares ("Class B Shares") of Shopify Inc. ("Shopify"). The Class B Shares were issued upon the redesignation or conversion of FirstMark I LP's existing holdings in Shopify in connection with the completion of Shopify's initial public offering (the "IPO") earlier today.

The Class B Shares were issued following certain pre-closing capital changes effected in connection with the IPO, pursuant to which 3,349,560 common shares of Shopify held by FirstMark I LP were redesignated as Class B Shares immediately prior to the completion of the IPO, and 2,368,320 Series A convertible preferred shares, 2,103,895 Series B convertible preferred shares and 100,000 Series C convertible preferred shares of Shopify held by FirstMark I LP were each converted into an identical number of Class B Shares upon completion of the IPO.

After giving effect to these transactions: (i) FirstMark LLC exercises control or direction over 7,921,775 Class B Shares, representing approximately 11.87% of the outstanding Class B Shares.  Based on its ability to convert such Class B Shares into Class A Shares on a share-for-share basis, FirstMark LLC also exercises control or direction over 7,921,775 Class A Shares, representing approximately 47.22% of the outstanding Class A Shares on a partially diluted basis (i.e., after giving effect to the conversion of all 7,921,775 Class B Shares controlled by FirstMark LLC); and (ii) FirstMark I LP has beneficial ownership of 7,921,775 Class B Shares, representing approximately 11.87% of the outstanding Class B Shares, and is also deemed to beneficially own 7,921,775 Class A Shares, representing approximately 47.22% of the outstanding Class A Shares on a partially diluted basis (i.e., after giving effect to the conversion of all 7,921,775 Class B Shares beneficially owned by FirstMark I LP).

This press release is being issued pursuant to the requirements of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report to be filed by FirstMark LLC in connection with the transactions described herein will be available on Shopify's SEDAR profile at www.sedar.com, and can also be obtained by contacting Gregory Raiten of FirstMark at the telephone number listed below.

ABOUT FIRSTMARK CAPITAL

FirstMark Capital is an early stage venture capital firm based in New York City. FirstMark's mission is to partner with exceptional entrepreneurs who are changing the world by solving meaningful problems. FirstMark has built a deeply engaged community among the extraordinary teams in the FirstMark network to spread ideas and opportunities. FirstMark is privileged to work alongside the founders of remarkable businesses like Shopify, Pinterest, Lumosity, TapAd, Riot Games, and dozens more.

SOURCE FirstMark Capital, LLC

Gregory Raiten, General Counsel, FirstMark Capital, 100 5th Avenue, 3rd Floor, New York, New York 10011, Tel.: [phone], E-mail: [email protected]