Stockholders' Equity | NOTE J. STOCKHOLDERS’ EQUITY Common Stock The Company’s amended and restated certificate of incorporation authorizes 200.0 million shares of common stock. As of September 30, 2017, 25.4 million shares of common stock were outstanding. On July 13, 2017, the Company issued approximately 3.4 million shares of common stock in connection with the Spirox Acquisition. See Note C. Business Acquisitions. 2015 Incentive Award Plan In December 2014, the Company’s Board of Directors adopted, and in January 2015 the Company’s stockholders approved, the Entellus Medical, Inc. 2015 Incentive Award Plan (the “2015 Plan”). The 2015 Plan became effective in connection with the IPO, at which time the Company ceased making awards under the Entellus Medical, Inc. 2006 Stock Incentive Plan (the “2006 Plan”). Under the 2015 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and certain other awards to individuals who are employees, officers, directors or consultants of the Company. A total of 1,345,570 shares of common stock were initially reserved for issuance under the 2015 Plan. In addition, the number of shares available for issuance under the 2015 Plan is annually increased by an amount equal to the lesser of (A) 875,000 shares, (B) 4% of the outstanding shares of the Company’s common stock as of the last day of the Company’s immediately preceding fiscal year or an amount determined by the Company’s Board of Directors. Furthermore, any shares subject to awards granted under the 2006 Plan which terminate, expire or lapse without the delivery of shares to the holder thereof become available under the 2015 Plan. In the first quarter of 2017 and 2016, in accordance with this “evergreen” provision, the number of shares available under the 2015 Plan was increased in the amount of 756,339 shares and 751,750 shares, respectively. As of September 30, 2017, 320,865 shares of common stock were available for issuance under the 2015 Plan. 2017 Employee Inducement Incentive Award Plan In connection with the Spirox Acquisition, the Board of Directors of the Company adopted the Entellus Medical, Inc. 2017 Employment Inducement Incentive Award Plan (the “Inducement Plan”), which is a non-stockholder approved plan, to facilitate the granting of equity awards as an inducement to new employees joining the Company. Under the Inducement Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and certain other awards to new employees of the Company. A total of 450,000 shares of common stock were initially reserved for issuance under the Inducement Plan. Stock Options and RSUs Granted in Connection with the Spirox Acquisition The Compensation Committee of the Board of Directors granted the following stock options and restricted stock units (“RSUs”) under the Inducement Plan and the 2015 Plan in connection with the Spirox Acquisition: (shares in thousands) Employee Options Employee RSUs Director & Non-employee Options Director & Non-employee RSUs Inducement Plan 323 - - - 2015 Plan 93 90 23 11 Total 416 90 23 11 The employee stock options and RSUs were effective as of August 4, 2017. The stock options have a ten-year term, a per share exercise price equal to the closing price of the Company’s common stock on August 4, 2017, and will vest as to one-fourth of the underlying shares on the one-year anniversary of the Spirox Acquisition closing date, and monthly thereafter over the subsequent three years, subject to the recipient’s continued service. The RSU awards will vest annually over a four-year period. The director stock options and RSUs were effective as of July 14, 2017 and non-employee stock options and RSUs were effective as of August 4, 2017. The stock options have a ten-year term and a per share exercise price equal to the closing price of the Company’s common stock on their respective effective dates. The stock options vest quarterly over a three-year period and the RSUs vest annually over a three-year period. Stock Options A summary of the Company’s stock option activity and related information is as follows: September 30, 2017 Weighted Average Aggregate Weighted Remaining Intrinsic Options Average Contractual Value (in thousands) Exercise Price Term (in thousands) Outstanding, beginning of period 3,349 $ 13.06 7.6 years $ 21,863 Granted 1,479 15.30 — — Exercised (213 ) 5.68 — — Cancelled — - — — Forfeited (407 ) 16.68 — — Outstanding, end of period 4,208 $ 13.87 8.1 years $ 21,369 Exercisable, end of period 1,850 $ 11.92 7.0 years 13,279 The aggregate pre-tax intrinsic value of options exercised was $2.4 million and $0.8 million for the nine months ended September 30, 2017 and 2016, respectively. The aggregate pre-tax intrinsic value was calculated as the difference between the exercise prices of the underlying options and the estimated fair value of the common stock on the date of exercise on September 30, 2017 and 2016, as applicable. During the nine months ended September 30, 2017 and 2016, the fair value of shares vested was $5.7 million and $3.4 million, respectively. The total cash received by the Company upon the exercise of options was $1.2 million and $0.1 million during the nine months ended September 30, 2017 and 2016, respectively. Restricted Stock Units The Company grants time-based RSUs to directors, executive officers and certain other employees. Employee RSUs generally vest over a four-year period and director RSUs vest over a three-year period. In addition, certain key management members typically receive RSUs upon commencement of employment and may receive them annually in conjunction with their performance review. The grant date fair value of the RSU awards is determined using the closing sale price of the Company’s common stock on the date of the grant. Restricted stock unit activity during the nine months ended September 30, 2017 is summarized below: September 30, 2017 Weighted Average RSUs Grant Date (in thousands) Fair Value Outstanding, beginning of period 12 $ 16.99 Granted 282 — Released (3 ) — Forfeited/expired (28 ) — Outstanding, end of period 263 $ 16.90 Employee Stock Purchase Plan In December 2014, the Company’s Board of Directors adopted, and in January 2015 the Company’s stockholders approved, the Entellus Medical, Inc. 2015 Employee Stock Purchase Plan (“ESPP”). Under the ESPP, the Company has set two six-month offering periods during each calendar year, one beginning January 1 and ending on June 30, and the other beginning July 1 and ending on December 31, during which employees can choose to have up to 20% of their eligible compensation withheld to purchase less than 2,000 shares of the Company’s common stock during each offering period. The purchase price of the shares is 85% of the market price on the first or last trading day of the offering period, whichever is lower. A total of 200,000 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be annually increased on the first day of each fiscal year during the term of the ESPP, beginning with the 2016 fiscal year, by an amount equal to the lesser of (A) 1% of the shares of the Company’s common stock outstanding on the date of the adoption of the plan or (B) a lesser amount determined by the Company’s Board of Directors. In accordance with the “evergreen” provision, the number of shares available for grant in the first quarter of 2017 and 2016 increased by 16,488 shares each year, resulting in a total of 232,976 shares reserved for issuance under the ESPP as of March 31, 2017. As of September 30, 2017, 166,523 shares of common stock remained available for issuance under the ESPP. |