STOCKHOLDERS' EQUITY | 12. STOCKHOLDERS EQUITY Elimination of Dual-Class Common Stock Structure On September 22, 2016, all outstanding shares of the Companys Class A common stock and Class B common stock automatically converted into a single class of common stock (the Conversion) pursuant to the terms of the Companys Amended and Restated Certificate of Incorporation. On September 23, 2016, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement and cancellation of the Class A common stock and Class B common stock. This certificate of retirement had the additional effect of eliminating the authorized Class A and Class B shares, thereby reducing the Companys total number of authorized shares of common stock from 500,000,000 to 200,000,000. The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: June 30, 2017 December 31, 2016 Shares Shares Shares Issued and Shares Issued and Authorized Outstanding Authorized Outstanding Stockholders equity: Common stock, $0.000001 par value 200,000,000 81,752,997 200,000,000 79,429,833 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 four 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; (c) ratably on a monthly basis; or (d) 35% vesting over the first year, 40% vesting over the second year and 25% vesting over the third year. Options granted are generally exercisable for up to 10 years. The Company issues new shares when stock options are exercised. A summary of stock option activity for the six months ended June 30, 2017 is as follows: Options Outstanding Weighted- Average Remaining Weighted- Contractual Aggregate Number of Average Term Intrinsic Value Shares Exercise Price (in years) (in thousands) Outstanding - December 31, 2016 8,018,941 $ 21.71 6.10 $ 147,673 Granted 850,850 34.97 Exercised (719,643 ) 19.36 Canceled (115,914 ) 48.60 Outstanding - June 30, 2017 8,034,234 $ 22.94 6.02 $ 83,542 Options vested and exercisable as of June 30, 2017 6,215,474 $ 20.07 5.16 $ 77,961 Aggregate intrinsic value represents the difference between the closing price of the Companys common stock on a given date and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $5.5 million and $3.2 million for the three months ended June 30, 2017 and 2016, respectively, and $10.4 million and $4.8 million for the six months ended June 30, 2017 and 2016, respectively. The weighted-average grant date fair value of options granted was $14.61 and $9.18 per share for the three months ended June 30, 2017 and 2016, respectively, and $15.52 and $9.42 per share for the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, total unrecognized compensation costs related to unvested stock options was approximately $24.6 million, which is expected to be recognized over a weighted-average time period of 2.6 years. RSUs The cost of RSUs is determined using the fair value of the Companys common stock on the date of grant. RSUs 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 activity for the six months ended June 30, 2017 is as follows: Restricted Stock Units Weighted- Average Grant Number of Date Fair Shares Value Unvested - December 31, 2016 7,090,465 $ 32.43 Granted 2,540,323 35.93 Released (1,375,885 ) 33.12 Canceled (729,628 ) 33.27 Unvested - June 30, 2017 7,525,275 $ 33.40 As of June 30, 2017, the Company had approximately $232.5 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over the remaining weighted-average vesting period of approximately 2.82 years. Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Companys 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 common stock on the last day of the offering period. There were 228,299 shares purchased by employees under the ESPP at a weighted-average purchase price of $23.73 per share during the three and six months ended June 30, 2017. 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. The Company recognized $0.5 million and $0.5 million of stock-based compensation expense related to the ESPP in the three months ended June 30, 2017 and 2016, respectively, and $1.0 million and $0.7 million in the six months ended June 30, 2017 and 2016, 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, 2017 2016 2017 2016 Cost of revenue $ 957 $ 407 $ 1,938 $ 808 Sales and marketing 7,261 6,843 14,129 13,185 Product development 11,245 8,413 22,453 16,443 General and administrative 5,902 5,063 11,179 9,400 Total stock-based compensation $ 25,365 $ 20,726 $ 49,699 $ 39,836 The Company capitalized $1.7 million and $1.2 million of stock-based compensation expense as website development costs in the three months ended June 30, 2017 and 2016, respectively, and $3.0 million and $2.0 million in the six months ended June 30, 2017 and 2016, respectively. |