STOCKHOLDERS' EQUITY | 12. STOCKHOLDERS EQUITY The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: June 30, 2016 December 31, 2015 Shares Shares Shares Issued and Shares Issued and Authorized Outstanding Authorized Outstanding Stockholders equity: Class A common stock, $0.000001 par value 200,000,000 68,795,652 200,000,000 66,535,156 Class B common stock, $0.000001 par value 100,000,000 8,449,146 100,000,000 9,447,646 Common stock, $0.000001 par value 200,000,000 - 200,000,000 - Undesignated Preferred Stock 10,000,000 - 10,000,000 - Equity Incentive Plans The Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the 2005 Plan), the 2011 Equity Incentive Plan (the 2011 Plan) and the 2012 Equity Incentive Plan, as amended (the 2012 Plan). In July 2011, the Company adopted the 2011 Plan, terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Companys initial public offering (IPO), the Company terminated the 2011 Plan and all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units (RSUs), restricted stock awards (RSAs), performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. Stock Options Stock options granted under the 2012 Plan are granted at a price per share not less than the fair value of a share of the Companys common stock at date of grant. Options granted to date generally vest over a four-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a monthly basis. Options granted are generally exercisable for up to 10 years. A summary of stock option activity for the six months ended June 30, 2016 is as follows: Options Outstanding Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term (in Value Shares Price years) (in thousands) Outstanding January 1, 2016 8,206,356 20.93 6.44 $ 92,454 Granted 1,199,768 21.94 Exercised (341,710 ) 9.89 Canceled (111,478 ) 38.66 Outstanding June 30, 2016 8,952,936 21.27 6.48 $ 106,053 Options vested and exercisable as of June 30, 2016 6,302,577 18.03 5.72 $ 89,290 Aggregate intrinsic value represents the difference between the closing price of the Companys Class A common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $3.2 million and $11.0 million for the three months ended June 30, 2016 and 2015, respectively, and $4.8 million and $21.2 million for the six months ended June 30, 2016 and 2015, respectively. The weighted-average grant date fair value of options granted was $9.18 and $20.64 per share for the three months ended June 30, 2016 and 2015, respectively, and $9.42 and $26.65 per share for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016, total unrecognized compensation costs related to unvested stock options was approximately $31.2 million, which is expected to be recognized over a weighted-average time period of 1.97 years. RSUs and RSAs The cost of RSUs and RSAs is determined using the fair value of the Companys common stock on the date of grant. RSUs and RSAs generally vest over a four-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a quarterly basis. A summary of RSU and RSA activity for the six months ended June 30, 2016 is as follows: Restricted Stock Units Restricted Stock Awards Weighted- Average Weighted- Grant Average Grant Number of Date Fair Number Date Fair Shares Value of Shares Value UnvestedJanuary 1, 2016 4,093,204 $ 39.45 312 $ 11.68 Granted 3,613,180 24.23 - - Released (742,805 ) 37.60 (312 ) 11.68 Canceled (518,876 ) 32.64 - - UnvestedJune 30, 2016 6,444,703 $ 31.69 - $ - As of June 30, 2016, the Company had approximately $184 million of unrecognized stock-based compensation expense related to RSUs and RSAs, which will be recognized over the remaining weighted-average vesting period of approximately 3.18 years. Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Companys Class A common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated offering periods. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Companys Class A common stock on the last day of the offering period. There were 200,953 shares purchased by employees under the ESPP at a weighted-average purchase price of $22.26 per share during the three and six months ended June 30, 2016. There were 162,373 shares purchased by employees under the ESPP at a weighted-average purchase price of $31.17 per share during the three and six months ended June 30, 2015. The Company recognized $0.5 million and $1.3 million of stock-based compensation expense related to the ESPP in the three months ended June 30, 2016 and 2015, respectively, and $0.7 million and $2.7 million in the six months ended June 30, 2016 and 2015, respectively. Stock-Based Compensation The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Cost of revenue $ 407 $ 222 $ 808 $ 346 Sales and marketing 6,843 5,654 13,185 10,591 Product development 8,413 6,065 16,443 11,170 General and administrative 5,063 3,575 9,400 7,080 Total stock-based compensation 20,726 15,516 39,836 29,187 The Company capitalized $1.2 million and $0.8 million of stock-based compensation expense as website development and internal-use software costs in the three months ended June 30, 2016 and 2015, respectively, and $2.0 million and $1.6 million in the six months ended June 30, 2016 and 2015, respectively. |