Stock Acquisition Rights, Stock Options and Warrants | 11. Stock Acquisition Rights, Stock Options and Warrants The Company established the pdvWireless, Inc. 2014 Stock Plan (the “2014 Stock Plan”) to attract, retain and reward individuals who contribute to the growth of the Company. This 2014 Stock Plan superseded previous stock plans . However, under such previous plans, 42,766 stock options remained vested and outstanding a s of June 30, 2018 . The Company’s Board of Directors has reserved 3,511,695 shares of common stock for issuance under its 2014 Stock Plan as of June 30, 2018. The number of shares will continue to automatically increase each January 1 st through January 1, 2024 by an amount equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) a lesser amount determined by the Board of Directors. Restricted Stock and Restricted Stock Units A summary of non-vested restricted stock activity for the three months ended June 30, 2018 is as follows: Weighted Restricted Average Grant Stock Date Fair Value Non-vested restricted stock outstanding at March 31, 2018 217,813 $ 24.69 Granted 3,167 28.20 Forfeited (4,563) (25.96) Vested (28,670) (22.51) Non-vested restricted stock outstanding at June 30, 2018 187,747 $ 25.05 The Company recognizes compensation expense for restricted stock on a straight-line basis over the explicit vesting period. Vested restricted stock units are settled and issuable upon the earlier of the d ate the employee ceases to be an employee of the Company or a date certain in the future. Stock compensation expense related to restricted stock was approximately $1.2 million for the three months ended June 30, 2018 and approximately $0.4 million for the three months ended June 30, 2017 . Based on the transition and consulting agreement entered into by the Company and its Chief Executive Officer and President on April 23, 2018, the Company determined that 27,819 of restricted stock units should be accounted for as a Type III modification, (the award was not probable to vest prior to the modification but is probable of vesting under the modified condition). The expense recorded for this modification was approximately $0.7 million in the three months ended June 30, 2018. Stock compensation expense of $0.5 million for restricted stock is accounted f or in general and administrative expense and $0.7 million for the Type III modification is recorded in restructuring costs in the Company’s Consolidated Statement of Operations. At June 30, 2018 , there was $3.8 million of unvested compensation expense related to the restricted stock, which is expected to be recognized over a weighted average period of 2.5 yea rs . Performance Stock Units A summary of the performance stock unit activity for the three months ended June 30, 2018 is as follows: Weighted Average Performance Grant Date Stock Fair Value Performance stock outstanding at March 31, 2018 109,138 $ 23.80 Granted — — Forfeited — — Vested — — Performance stock outstanding at June 30, 2018 109,138 $ 23.80 The performance stock units represent the number of shares of the Company’s common stock that the recipient would receive upon the Company’s attainment of t he applicable performance goal . The units will vest in full upon attainment of the performance goals. P erformance is based upon achievement, prior to January 13, 2020, of (A ) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wir eless communications uses and (B ) the lack of objection by the Company's Board of Directors to the terms and conditions (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order. For the three months en d ed June 30, 2018 and 2017, there was no stock compensation expense recognized for the performance units. At June 30, 2018 , there was appro ximately $2.6 million of u nvested compensation expense related to the outstanding performance stock units. Stock Options A summary of stock option activity for the three months ended June 30, 2018 is as follows: Weighted Average Options Exercise Price Options outstanding at March 31, 2018 1,968,374 $ 23.11 Granted during the period 112,000 28.20 Exercised during the period (187) (21.70) Forfeited/Expired during the period (13,127) (26.34) Options outstanding at June 30, 2018 2,067,060 $ 23.37 The stock options to purchase shares of common stock awarded to the Company employees during the three months ended June 30, 2018 have a ten - year contractual life. Of the 112,000 stock options to purchase shares of common stock in the three months ended June 30, 2018, 100,000 stock options were granted to the President and 12,000 stock options were granted to employees. For the stock options granted to employees, they will vest 25% on the first anniversary of grant, and the remainder will vest in three equal annual installments thereafter . The stock option to purchase 100,000 shares of common stock awarded to the Company’s President vests 50% on the second anniversary of grant and 25% each in two annual installments. Shares granted to employees are subject to vesting, future settlement conditions and other such terms as determined by the Board of Directors and set forth in the applicable award agreements. Additional information regarding stock options outstanding at June 30, 2018 is as follows: Weighted Weighted Average Average Weighted Exercise Price Exercise Number Remaining Average Options of Shares Prices Outstanding Life in Years Exercise Price Exercisable Exercisable $ 13.25 - $ 20.00 1,126,878 5.66 $ 19.75 1,097,253 $ 19.74 20.01 - 46.23 859,631 8.02 25.82 377,503 25.57 46.24 - 72.85 80,551 6.84 47.87 60,488 47.88 2,067,060 6.68 $ 23.37 1,535,244 $ 22.28 The Black-Scholes option model requires weighted average assumptions to be used for calculation of the Company’s stock compensation e xpense. The assumptions used during the three months ended June 30, 2018 were: the expected life of the awards was 5 years; the risk-free interest rate was 2.5 % ; the expected volatility was 49.71% ; the expected dividend yield was 0.0% ; and the expected forfeiture rate was 3% . Performance Stock Options A summary of the performance stock o ptions as of June 30, 2018 is as follows: Performance Options Weighted Average Exercise Price Performance options outstanding at March 31, 2018 179,945 $ 25.83 Performance options granted — — Performance options forfeited/expired — — Performance options outstanding at June 30, 2018 179,945 $ 25.83 The performance options will vest in full immediately upon attainment of the performance goals. Performance is based upon the Company’s achievement, prior to January 13, 2020, of ( A ) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and ( B ) the lack of objection by the Company's Board of Directors to the terms and conditions (including, but not limited to, the rebandi ng, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order. Stock compensation expense related to the amortization of the fair value of stock options (other than the performance stock options) issued was approximately $2.7 million for the three months ended June 30, 2018, which include $2.1 million of expense related to the modification of option grants held by the Company’s former Chief Executive Officer and President. For the three months ended June 30, 2017 , the comparable stock compensation expense was approximately $0.7 million. Th ere was no stock compensation expense related to the performance stock options issued for the three months ended June 30, 2018 and 2017 . Based on the transition and consulting agreement entered into by the Company and its Chief Executive Officer and President on April 23, 2018, the Company determined that 325,319 exercisable stock options were a Type I modification (which does not change the expectation that the award will ultimately vest resulting from an increase in the term to exercise the options). This resulted in approximately $1.7 million of stock compensation expense in the three months ended June 30, 2018. In addition, 37,500 stock options held by the Company’s former Chief Executive and President were determined to be a Type III modification. This modification resulted in $0.4 million of stock based compensation expense in the three months ended June 30, 2018. Stock compensation expense of $0.6 million is included as part of general and administrative expense and $2.1 million is included in restructuring costs in the accompanying Consolidated Statement of Operations. The weighted average fair value for the stock option awards granted during the three months ended June 30, 2018 was $13.06 . As of June 30, 2018 , there was approximately $5.4 million of unrecognized compensation cost related to non-vested s tock options granted under the Company’s stock option plans, of which $3.4 million pertains to the non-performance based stock options which is expected to be recognized over a weighted-average period of 3.1 years. Motorola Investment On September 15, 2014, Motorola invested $10.0 million to purchase 500,000 Class B Units of the Company’s subsidiary, PDV Spectrum Holding Company, LLC (at a price equal to $20.00 per unit). The Company owns 100% of the Class A Units in this subsidiary. Motorola has the right at any time to convert its 500,000 Class B Units into 500,000 shares of the Company’s common stock. The Company also has the right to force Motorola’s conversion of these Class B Units into shares of its common stock at its election. Motorola is not entitled to any assets, profits or distributions from the operations of the subsidiary. In addition, Motorola’s conversion ratio from Class B Units to shares of the Company’s common stock is fixed on a one -for-one basis, and is not dependent on the performance or valuation of either the Company or the subsidiary. The Class B Units have no redemption or call provisions and can only be converted into shares of the Company’s common stock. Management has determined that this investment does not meet the criteria for temporary equity or non-controlling interest due to the limited rights that Motorola has as a holder of Class B Units, and accordingly has presented this investment as part of its permanent equity within Additional Paid-in Capital in the accompanying consolidated financial statements. |