Equity-Based Compensation | Equity-Based Compensation Equity-based compensation awards may be granted to Actua employees, directors and consultants and certain employees of its consolidated businesses under Actua’s 2005 Omnibus Equity Compensation Plan (as amended from time to time, the "Plan"). Generally, the awards vest over a period from one to four years or based on the achievement of performance-based or market-based conditions, and expire eight to ten years after the grant date. Most businesses in which Actua holds equity ownership interests also maintain their own equity incentive compensation plans. As of December 31, 2016 , Actua had 2,016,935 shares of Common Stock reserved under the Plan for possible future issuance. Actua may issue the following types of equity-based compensation to its employees and non-employee directors: (1) restricted stock and restricted stock units (which may be subject to performance-based or market-based conditions), (2) stock appreciation rights ("SARs"), (3) stock options and (4) deferred stock units ("DSUs"). Actua’s grants of equity-based compensation are approved by the Board or the Compensation Committee of the Board. Equity-based compensation is included in operating expenses, primarily in the line item "General and administrative" in Actua’s Consolidated Statements of Operations and Comprehensive Income (Loss). The following table summarizes the equity-based compensation recognized by expense line item on Actua’s Consolidated Statements of Operations and Comprehensive Income (Loss): (in thousands) Year ended December 31, 2016 2015 2014 Cost of revenue $ 107 $ 140 $ 69 Sales and marketing 315 330 145 General and administrative 13,174 25,009 23,395 Research and development 462 465 138 Total equity-based compensation $ 14,058 $ 25,944 $ 23,747 Equity-based compensation by equity award type: (in thousands, except weighted average years) Year ended December 31, 2016 2015 2014 Restricted stock $ 11,390 $ 22,811 $ 21,818 SARs 128 398 792 DSUs 341 234 444 11,859 23,443 23,054 Equity-based compensation for consolidated businesses 2,199 2,501 693 Total equity-based compensation $ 14,058 $ 25,944 $ 23,747 Unrecognized equity-based compensation by equity award type: (in thousands) Year ended December 31, Weighted average years remaining of equity-based compensation as of December 31, 2016 2016 2015 2014 Restricted stock $ 9,960 $ 18,946 $ 37,780 1.25 SARs 117 125 519 3.25 DSUs 430 968 17 1.45 10,507 20,039 38,316 Equity-based compensation for consolidated businesses 6,226 4,888 1,799 2.84 Total equity-based compensation $ 16,733 $ 24,927 $ 40,115 Restricted Stock Actua periodically issues shares of restricted stock to its employees, employees of its consolidated businesses and its non-management directors. Recipients of restricted stock do not pay any cash consideration for the shares and have the right to vote all shares subject to the grant. Any cash dividends paid by Actua in respect of unvested restricted stock would be paid to the holders of outstanding restricted stock at the same time as cash dividends are paid to common stockholders. Any dividends paid by Actua in stock or other property in respect of unvested restricted stock would be paid to the holders of outstanding unvested restricted stock subject to the same terms and conditions related to vesting, forfeiture and non-transferability as the underlying stock. Share activity with respect to restricted stock awards for the years ended December 31, 2016 , 2015 and 2014 was as follows: Number of shares Weighted average grant date fair value Issued and unvested as of December 31, 2013 1,185,071 $ 9.52 Granted 3,239,948 $ 17.22 Vested (299,703 ) $ 11.76 Forfeited (370,041 ) $ 9.96 Issued and unvested as of December 31, 2014 3,755,275 $ 15.94 Granted 581,672 $ 15.48 Vested (785,820 ) $ 18.20 Forfeited (70,299 ) $ 17.35 Issued and unvested as of December 31, 2015 3,480,828 $ 15.82 Granted 555,680 $ 8.37 Vested (766,159 ) $ 17.96 Forfeited (626,319 ) $ 10.90 Issued and unvested as of December 31, 2016 2,644,030 $ 14.15 The total aggregate fair value of restricted stock awards that vested and were converted to Actua's Common Stock during the years ended December 31, 2016 , 2015 and 2014 was $6.3 million , $12.8 million and $5.9 million , respectively. The following shares were surrendered by Actua's employees for satisfying withholding taxes: Restricted stock surrendered Year ended December 31, 2016 196,566 Year ended December 31, 2015 258,947 Year ended December 31, 2014 93,115 As of December 31, 2016 , issued and unvested shares of restricted stock granted to Actua’s employees and directors vest as follows: Number of shares unvested Vesting conditions 1,335,700 Subject to certain market conditions, as discussed below 419,283 Subject to certain performance conditions, as discussed below 889,047 Subject to certain service conditions, as discussed below 2,644,030 Restricted Stock – Awards with Market Conditions Actua has issued restricted stock awards with market-based vesting conditions to its employees and certain employees of its consolidated businesses, the vesting of which is contingent upon achievement of specified price targets of Actua’s Common Stock. The equity-based compensation expense for awards with market-based vesting conditions is recorded based on the fair value of the awards, which is determined using a Monte Carlo simulation model at the time the award is granted. For the majority of the market-based awards that are outstanding as of December 31, 2016 , the derived service period over which the expense is to be recognized is also determined by the Monte Carlo simulation model. In the event that the market-based conditions are not achieved and the related restricted stock awards are forfeited, equity-based compensation expense is not reversed; if an employee terminates service with Actua prior to vesting of a market-based-vesting, any compensation expense associated with the unvested award is reversed. During 2011, a total of 366,666 shares of restricted stock with market-based conditions were granted to Actua’s Chief Executive Officer and its President. The market-based conditions were not achieved and the relevant shares of restricted stock lapsed unvested in the first quarter of 2016. In February 2014, a total of 1,277,500 shares of restricted stock with market-based conditions were granted to certain of Actua’s employees, including Actua’s executive officers, and certain executives of Actua’s consolidated businesses. The vesting of those shares is contingent upon the 45 -trading day volume-weighted average price per share ("VWAP") of Actua’s Common Stock meeting or exceeding specified 45 -trading day VWAP targets ( $28.07 , $30.16 , $32.38 , and $34.71 ) (the "2014 VWAP Targets") on or before February 28, 2018, with 25% of the shares vesting upon achievement of each of the targets. Through the year ended December 31, 2016 , 20,000 shares related to this award have been forfeited. In the event that any of the 2014 VWAP Targets are not achieved, the relevant shares of restricted stock will lapse unvested. There are various other restricted stock awards that have been issued, the vesting of which are contingent upon the 45 -trading day VWAP of Actua’s Common Stock meeting or exceeding the 2014 VWAP Targets on or before February 28, 2018, and such awards remain unvested as of December 31, 2016 . These issuances total 90,800 shares awarded, of which 12,600 shares have been forfeited through the year ended December 31, 2016 . In aggregate, and inclusive of any amounts noted in the paragraphs of this subsection, compensation expense related to awards with market conditions was $0.5 million , $9.3 million and $8.8 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Unamortized compensation expense is nominal and will be fully amortized in 2017 . Restricted Stock – Awards with Performance Conditions Actua also grants restricted stock awards with performance-based vesting conditions to its employees and certain employees of its consolidated businesses, the vesting of which is contingent upon the achievement of specified financial goals. The equity-based compensation expense for awards with performance-based vesting conditions is recorded based on the fair value of the awards, determined by the closing price of Actua’s Common Stock on the date of grant. Actua assesses the probability of the achievement of any performance conditions and adjusts the related equity compensation expense accordingly. In the event that the performance-based conditions are not achieved and the related restricted stock awards are forfeited, equity-based compensation expense related to those awards is reversed. During January 2014, 244,506 shares of restricted stock were granted to two Actua employees; the vesting of the shares was based on one of the then consolidated business' achievement of certain performance metrics in 2014 and 2015, with a maximum vesting of 100,247 shares for 2015 and a maximum vesting of 144,259 shares for 2016. To the extent the performance metrics were not met, the restricted shares lapsed unvested. Based on the achievement of that business’s 2014 performance metrics, 56,587 shares vested and 43,660 shares were forfeited during the first quarter of 2015. Based on the achievement of that business’ 2015 performance metrics, 81,322 shares vested, and 62,937 shares were forfeited, during the first quarter of 2016. For the years ended December 31, 2014, 2015 and 2016, senior Actua employees, including Actua's executive officers, were issued a certain number of shares of restricted stock in lieu of the right to receive up to a certain percentage of their respective target bonuses (ranging from 100% to 150% ) in cash. The number of shares of restricted stock issued to each senior Actua employee was determined by reference to the closing price of Actua's Common Stock on the date of issue and the dollar amount of the target bonus potentially payable in Actua Common Stock. The number of each employee's restricted shares that vested in 2015, 2016 or 2017, is based on each employee's achievement percentage under the relevant performance plan. All expense related to the grant of restricted shares in connection with Actua's performance plans is recorded in the year of issuance, however, the vesting of such restricted shares occurs in the first quarter of the following year. The table below summarizes the grant and vesting of performance plan-related restricted stock grants for each of 2014, 2015 and 2016. On March 10, 2017, the Board approved and granted Actua's senior employees, including Actua's executive officers, 263,756 shares of restricted stock in relation to the Actua 2017 Performance Plan. Percentage of Target Bonus Potentially Payable in Restricted Stock ACTA Stock Price at Issuance Restricted Shares Granted Performance Plan Achievement Percentage Restricted Shares Vested Restricted Shares Forfeited Actua 2014 Performance Plan 100 % $ 20.33 158,942 100 % 158,942 — Actua 2015 Performance Plan 150 % $ 16.76 316,715 83 % 175,249 141,466 Actua 2016 Performance Plan 100 % $ 8.44 419,283 60 % 251,570 167,713 In February 2015, certain executives of Actua’s consolidated businesses were issued a total of 42,341 shares of restricted stock, the vesting of which was contingent upon the achievement of specified performance targets at those respective businesses. Based on the achievement of the applicable performance targets, 28,341 of these shares vested in the first quarter of 2016, and 14,000 of these shares were forfeited. In aggregate, and inclusive of any amounts noted in the paragraphs of this subsection, compensation expense related to performance-based awards was $2.2 million , $4.1 million and $4.9 million in the years ended December 31, 2016 , 2015 and 2014 , respectively. There is no unamortized compensation expense related to performance based awards as of December 31, 2016. Restricted Stock – Awards with Service Conditions Actua grants restricted stock awards to its employees, its directors and certain employees of its consolidated businesses that vest over a period of time of employee or director service. The equity-based compensation expense for those time-based awards is recorded based on the fair value of the awards, determined by the ending price of Actua’s Common Stock on the date of grant. In the event that an employee or board member terminates service with Actua (or its consolidated businesses) prior to the vesting of a time-based award, the related restricted stock awards are forfeited and equity-based compensation expense related to any forfeited award is reversed. In January 2014, 37,500 shares of restricted stock were granted to Actua’s non-management directors in accordance with Actua’s Amended and Restated Non-Management Director Compensation Plan (the "Director Plan"); those shares vested in January 2015. See "Non-Management Director Equity-Based Compensation-The Director Plan" in this Note 12 for additional details regarding equity-based compensation awarded to Actua’s Board. During February 2014, 1,377,500 shares of restricted stock were granted to certain of Actua’s employees, including Actua’s executive officers, and certain executives of Actua’s consolidated businesses. Those awards vest in equal increments each year for four years on the anniversary of the grant date. Accordingly, 344,375 shares of restricted stock vested during each of February 2015, 2016 and 2017. During the year ended December 31, 2016 , 10,000 shares related to this award were forfeited. The unamortized equity-based compensation expense as of December 31, 2016 related to those time-based awards was $8.0 million and will be recognized as follows: $6.9 million in 2017 and $1.1 million in 2018. During January 2015, 18,200 shares of restricted stock were granted to Actua’s non-management directors in accordance with Actua’s Second Amended and Restated Non-Management Director Compensation Plan, as such has been and may be amended from time to time (the "Amended Director Plan") that took effect January 1, 2015. Those awards vested in July 2015. See "Non-Management Director Equity-Based Compensation - The Amended Director Plan" in this Note 12 for additional details regarding equity-based compensation awarded to Actua’s directors. During March 2015, 20,000 shares of Actua’s Common Stock were awarded to certain executives of Actua’s consolidated businesses; those shares were not subject to any vesting requirements. Actua recorded $0.3 million of expense during the three months ended March 31, 2015 related to those awards; the expense is included in the line item "Restricted stock" in the equity-based compensation by equity award type table above. During June 2015, 140,416 shares of restricted stock were granted to Actua's non-management directors in accordance with the Amended Director Plan. During the year ended December 31, 2015, 511 shares were vested and 514 shares were forfeited. During the year ended December 31, 2016, 94,391 shares have vested; the remaining 45,000 shares vest in equal quarterly increments from March 2017 through June 2018. See "Non-Management Director Equity-Based Compensation - The Amended Director Plan" in this Note 12 for additional details regarding equity-based compensation awarded to Actua’s Board. During June 2016, 72,397 shares of restricted stock with a grant date fair value of $9.02 were granted to Actua's non-management directors in accordance with the Amended Director Plan. These shares vest on the one -year anniversary of the grant date. See "Non-Management Director Equity-Based Compensation - The Amended Director Plan" in this Note 12 for additional details regarding equity-based compensation awarded to Actua’s Board. There are various other restricted stock awards that were issued in previous years to Actua employees, which vest according to specified service criteria and remain unvested as of December 31, 2016 . Those awards include 92,900 shares of restricted stock from multiple grants, which vest on various dates through 2020. In aggregate, and inclusive of any amounts noted in the foregoing paragraphs of this subsection, compensation expense related to awards with service conditions was $8.6 million , $10.1 million and $9.4 million in the years ended December 31, 2016 , 2015 and 2014 , respectively. Unamortized compensation expense of $10.0 million will be amortized as follows: $8.2 million in 2017, $1.6 million in 2018, and $0.1 million in each of 2019 and 2020. SARs Each SAR represents the right of the holder to receive, upon exercise of that SAR, shares of Actua Common Stock equal to the amount by which the fair market value of a share of that Common Stock on the date of exercise of the SAR exceeds the base price of the SAR. The base price is determined by the NASDAQ closing price of Actua’s Common Stock on the date of grant (or the closing price on the next trading day if there are no trades in Actua’s Common Stock on the date of grant). The fair value of each SAR is estimated on the grant date using the Black-Scholes option-pricing model. SARs generally vest over four years, with 25% vesting on the first anniversary of the grant date, and the remaining 75% vesting ratably each month over the subsequent 36 months . Activity with respect to SARs during the years ended December 31, 2016 , 2015 and 2014 was as follows: Number of SARs Weighted average base price Weighted average Outstanding as of December 31, 2013 1,232,808 $ 8.86 $ 4.99 Granted 500 $ 17.31 $ 9.48 Exercised (1) (679,606 ) $ 7.35 $ 3.60 Forfeited (5,220 ) $ 10.14 $ 5.43 Outstanding as of December 31, 2014 548,482 $ 10.62 $ 5.79 Granted 1,500 $ 16.69 $ 8.99 Exercised (1) (68,638 ) $ 10.67 $ 5.79 Forfeited (1,688 ) $ 9.35 $ 4.95 Outstanding as of December 31, 2015 479,656 $ 10.64 $ 5.80 Granted 25,000 $ 9.02 $ 4.79 Exercised (1) (191,205 ) $ 9.35 $ 5.07 Forfeited (5,937 ) $ 12.15 $ 6.63 Outstanding as of December 31, 2016 307,514 $ 11.28 $ 6.21 ______________________________ (1) The exercise of SARs listed above resulted in the issuance of the following shares of Actua’s Common Stock in those respective years: Number of Shares Year ended December 31, 2014 253,853 Year ended December 31, 2015 11,261 Year ended December 31, 2016 60,219 The following table summarizes information about SARs outstanding as of December 31, 2016: Grant price Number of SARs outstanding Number of SARs exercisable Weighted average remaining contractual life of SARs outstanding (in years) Aggregate intrinsic value of SARs outstanding as of December 31, 2016 (in thousands) $6.70 - $8.76 29,950 29,950 1.72 $ 167 $9.02 - $9.25 44,329 19,329 7.71 216 $11.69 - $17.31 233,235 231,942 4.27 464 307,514 281,221 $ 847 As of December 31, 2016 , 2015 and 2014 , there were, 281,221 SARs, 453,781 SARs, and 445,238 SARs exercisable, respectively, at a weighted average base price of $11.46 per share, $10.67 per share, and $10.72 per share respectively, under the Plan. As of December 31, 2016 , Actua expects an additional 26,293 SARs to vest in the future. The aggregate intrinsic value of the SARs outstanding as of December 31, 2016 , 2015 and 2014 were $0.8 million , $0.6 million , and $4.3 million , respectively. Stock Options The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model. Stock options generally vest ratably over four years: 25% vest on the first anniversary of the grant date, and the remaining 75% vest ratably each month over the subsequent 36 months . There was no activity with respect to stock options during the years ended December 31, 2016 , 2015 and 2014 . There were 250 stock options outstanding as of December 31, 2016 , 2015 and 2014 ; the aggregate intrinsic value of the stock options outstanding as of December 31, 2016 , 2015 and 2014 was de minimis. SARs and Stock Options Fair Value Assumptions Actua estimates the grant date fair value of SARs and stock options using the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions. Those assumptions include estimating the expected life of the award and estimating the volatility of Actua’s stock price over the expected term. Expected volatility approximates the historical volatility of Actua’s Common Stock over the period, commensurate with the expected term of the award. Actua has sufficient historical data to calculate an expected term for SARs and stock options granted in the future. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for an instrument with a maturity that is commensurate with the expected term of the award. Changes in the above assumptions, the estimated forfeitures and/or the requisite service period can materially affect the amount of equity-based compensation recognized in Actua’s Consolidated Statements of Operations and Comprehensive Income (Loss). The following assumptions were used to determine the fair value of SARs granted to employees by Actua during the years ended December 31, 2016 , 2015 , and 2014 : Year ended December 31, 2016 2015 2014 Expected volatility 56 % 56 % 56 % Average expected life of SAR (in years) 6.18 6.13 6.25 Risk-free interest rate 1.28 % 1.51 % 2.12 % Dividend yield — — — Non-Management Director Equity-Based Compensation Actua has periodically issued DSUs and/or shares of restricted stock to its non-management directors in accordance with the Director Plan and the Amended Director Plan. Each DSU represents a share of Actua's Common Stock into which that DSU will be converted upon the termination of the recipient’s service at Actua. Non-Management Director Equity-Based Compensation – The Director Plan The Director Plan was effective through December 31, 2014. Under the Director Plan, non-management directors were entitled to an annual grant for which each such director could elect to receive restricted stock or DSUs. All of those shares of restricted stock and DSUs vested during the year ended December 31, 2015. In 2014, each non-management director was also entitled to receive quarterly cash payments for his service on the Board and its committees, as applicable, under the Director Plan. Each director had the option to elect to receive DSUs in lieu of all or a portion of those cash fees. Each participating director received DSUs representing shares of Actua’s Common Stock with a fair market value equal to the relevant cash fees (with such fair market value determined by reference to the closing price of Actua's Common Stock reported by NASDAQ on the date these cash fees otherwise would have been paid). DSUs received in lieu of cash fees were fully vested at the time they were granted and will be settled in shares of Actua’s Common Stock upon the termination of the recipient’s service at Actua. The expense for those DSUs was recorded when the fees to which the DSUs relate were earned and is included in the line item "General and administrative" in Actua’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2014 (but is not reflected in the summarized Equity-Based Compensation table on the following page). During the year ended December 31, 2015, non-management directors received DSUs representing 4,469 shares of Actua's Common Stock, with a weighted average grant date fair value of $18.24 , in lieu of cash for services provided. During the year ended December 31, 2014, non-management directors received DSUs representing 18,790 shares of Actua’s Common Stock, with a weighted average grant date fair value of $18.56 , in lieu of cash for services provided. Non-Management Director Equity-Based Compensation – The Amended Director Plan Pursuant to the Amended Director Plan, the compensation of Actua’s non-management directors was modified as follows for 2015: (1) the form of director retainer fee payments changed from quarterly cash payments to annual director restricted stock grants (with restricted stock with a six -month vesting period being granted in January 2015 and, thereafter, annual grants being made in connection with Actua’s annual meetings of stockholders), and (2) the number and frequency of non-management director service grant DSUs/shares of director restricted stock changed from 7,500 annually to 22,500 triennially (with 7,500 DSUs/shares of director restricted stock vesting on the one -year anniversary of the grant date, and the remaining 15,000 DSUs/shares of director restricted stock vesting in equal quarterly installments over the following two years ). The annual grants of shares of director restricted stock that replaced the quarterly cash retainer fees are: (a) made at the board meeting immediately following the annual meeting of stockholders, (b) equal in value to the total amount of annual retainer fees that were previously payable for the year (based on the NASDAQ closing price of Actua’s Common Stock on the grant date), (c) vest on the one -year anniversary of the grant date, and (d) no longer subject to a director option to receive DSUs in lieu of the shares. During January 2015, 18,200 shares of restricted stock with a grant date fair value of $16.10 were granted to Actua’s non-management directors (as discussed previously in this Note 12 ) representing the director retainer fee for the first half of 2015; those awards vested in July 2015. During June 2015, 50,416 shares of restricted stock with a grant date fair value of $13.17 were granted to Actua’s non-management directors (as discussed previously in this Note 12 ) representing the director retainer fee for the period from the June 12, 2015 grant date through June 12, 2016; those awards vested in June 2016. During June 2015, 90,000 shares of restricted stock and 90,000 DSUs (both with a grant date fair value of $13.17 ) were granted to Actua’s non-management directors, representing the directors’ triennial service awards. As detailed above, 45,000 shares of restricted stock and 41,250 DSUs vested during the year ended December 31, 2016. 15,000 DSUs were forfeited during the year ended December 31, 2016, and the remaining 45,000 shares of restricted stock and 33,750 DSUs are scheduled to vest in equal quarterly installments from March 2017 through June 2018. The following table summarizes the activity related to DSUs (excluding activity related to the Director Plan, which ended December 31, 2014) for the years ended December 31, 2016 , 2015 and 2014 are as follows: Number of shares Weighted Issued and unvested as of December 31, 2013 29,250 $ 13.09 Granted 22,500 $ 17.63 Vested (29,250 ) $ 13.09 Issued and unvested as of December 31, 2014 22,500 $ 17.63 Granted 90,000 $ 13.17 Vested (22,500 ) $ 17.63 Issued and unvested as of December 31, 2015 90,000 $ 13.17 Granted — $ — Vested (41,250 ) $ 13.17 Forfeited (15,000 ) $ 13.17 Issued and unvested as of December 31, 2016 33,750 $ 13.17 Expense associated with the DSUs periodically issued in lieu of cash for the years ended December 31, 2016 , 2015 and 2014 was $0.3 million , $0.2 million and $0.4 million , respectively. Consolidated Businesses All of Actua’s consolidated businesses issue equity-based compensation awards to their employees. Those awards are most often in the form of stock options for the respective businesses’ stock that vest over four years. The fair value of the stock option awards is estimated on the grant date using the Black-Scholes option pricing model. The majority of the stock options vest 25% on the first anniversary of the grant date, and the remaining 75% vest ratably each month over the subsequent 36 months . The other awards generally vest ratably over four years, with 25% vesting on each anniversary date over that term. In conjunction with Actua’s acquisition of FolioDynamix, stock options with a total fair value of $5.1 million were granted to certain of FolioDynamix’s employees. The majority of those stock options vest as follows: 25% vested in November 2015, and the remaining 75% vest ratably each month through November 2018. The remaining stock options vest upon the achievement of certain performance or market conditions, as well as service conditions; to the extent that the performance or market conditions are not achieved, those stock options will lapse unvested. The expense associated with those awards is being recognized over the relative vesting periods. That expense is included in the line item "Equity-based compensation for consolidated businesses" in the equity-based compensation table above. The following assumptions were used to determine the fair value of stock options granted by Actua's consolidated businesses to their employees during the year ended December 31, 2016 . Due to insufficient historical data, Actua's consolidated businesses used the simplified method to determine the expected life of all stock options granted under the respective equity incentive plans. Year ended December 31, 2016 Expected volatility 45% - 50% Average expected life of stock options (in years) 5.93 - 6.25 Risk-free interest rate 1.42% - 1.49% Dividend yield — |