Share-Based Compensation | Note 6 . Share-Based Compensation 2016 Equity Incentive Plan The 2016 Equity Incentive Plan, or 2016 Plan, was approved by our stockholders in September 2016. The 2016 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights and performance cash awards. Awards could be granted under the 2016 Plan beginning on the effective date of the registration statement, October 5, 2016. The 2016 Plan replaced our 2006 Stock Plan, however awards outstanding under the 2006 Stock Plan will continue to be governed by their existing terms. We have reserved 4,500,000 shares of our common stock for issuance under the 2016 Plan, plus up to 13,750,000 shares subject to awards outstanding under our 2006 Plan on October 5, 2016, that subsequently expire, lapse unexercised, are forfeited or are repurchased by us. The number of shares reserved for issuance under the 2016 Plan will automatically increase on the first day of each fiscal year during the term of the 2016 Plan by a number of shares equal to 5% of our outstanding shares of common stock on the last day of the prior fiscal year. The number and class of shares reserved under the 2016 Plan will be adjusted in the event of a stock split, stock dividend or other changes in our capitalization. The following table summarizes stock option activity under the 2006 Stock Plan and the 2016 Plan during the nine months ended October 31, 2016 (aggregate intrinsic value in thousands): Options Outstanding Outstanding Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual (in years) Aggregate Intrinsic Value Balance, January 31, 2016 9,543,966 $ 2.84 8.08 $ 47,658 Option grants 5,466,096 $ 9.40 Options exercised (1,056,220 ) $ 3.88 Options forfeited (759,070 ) $ 4.14 Balance, October 31, 2016 13,194,772 $ 5.40 8.14 $ 258,575 Vested and expected to vest at October 31, 2016 12,044,335 $ 5.13 8.05 $ 239,320 Exercisable at October 31, 2016 6,416,080 $ 3.37 7.26 $ 138,797 The options exercisable as of October 31, 2016 include options that are exercisable prior to vesting. The aggregate intrinsic value of options vested and expected to vest and exercisable as of October 31, 2016 is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of October 31, 2016. Prior to the IPO, the fair value of the Company’s common stock was estimated by the Company’s board of directors. After the IPO, the fair value of the common stock is the Company’s closing stock price as reported on the Nasdaq Global Select Market. The aggregate intrinsic value of exercised options was $5.8 million and $8.0 million for the three and nine months ended October 31, 2016, respectively, and $0.2 million and $3.6 million for the three and nine months ended October 31, 2015, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. The weighted-average grant date fair value of options granted during the three and nine months ended October 31, 2016 was $6.16 and $4.48 per share, respectively, and $2.57 and $2.16 per share, for the three and nine months ended October 31, 2015, respectively. During the three and nine months ended October 31, 2016, 31,250 and 83,500 options were granted to non-employees, respectively. During the three and nine months ended October 31, 2015, 20,000 and 25,000 options were granted to non-employees, respectively. Early Exercises of Stock Options Certain option grants under the 2006 Stock Plan are allowed to be exercised prior to vesting. The unvested shares of common stock exercised are subject to the Company’s right to repurchase at the lower of the original exercise price or the fair market value of the share at the time the repurchase right is exercised. Early exercises of options are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for early exercises are initially recorded in accrued expenses and other current liabilities and reclassified to additional paid-in capital as the underlying shares vest. At January 31, 2016 and October 31, 2016, the Company had $1.1 and $2.8 million, respectively, recorded in accrued expenses and other current liabilities related to early exercises of stock options, and the related number of unvested shares subject to repurchase was 208,008 and 284,959, respectively. RSUs The following table summarizes the activity related to the Company’s RSUs: Number of RSU's Outstanding Weighted-Average Grant Date Fair Value Awarded and unvested at January 31, 2016 62,500 $ 5.20 Awards granted - $ - Awards vested (23,828 ) $ 5.36 Awards forfeited (6,250 ) $ 3.92 Awarded and unvested at October 31, 2016 32,422 $ 5.36 2016 Employee Stock Purchase Plan Our board of directors adopted the 2016 Employee Stock Purchase Plan, or ESPP, in September 2016 and it has been approved by our stockholders. The ESPP allows eligible employees to purchase shares of our common stock through payroll deductions and is intended to qualify under Section 423 of the Internal Revenue Code. We have reserved 818,750 shares of our common stock for issuance under the ESPP. The number of shares reserved for issuance under the ESPP will automatically increase on the first day of each fiscal year during the term of the ESPP by a number of shares equal to the least of (i) 1% of our outstanding shares of common stock on the last day of the prior fiscal year, (ii) 1,250,000 shares or (iii) a lesser number of shares determined by our board of directors. The number and class of shares reserved under the ESPP will be adjusted in the event of a stock split, stock dividend or other changes in our capitalization. Each offering period will last a number of months determined by the administrator, up to a maximum of 27 months. The initial offering period began on the effective date of our IPO, October 5, 2016, and ends on September 15, 2018, and new 24 month offering periods will begin on each March 16 and September 16 thereafter. Currently each offering period consists of 4 consecutive purchase periods, of approximately 6 months duration, at the end of which payroll contributions are used to purchase shares of our common stock. Participants may purchase our common stock through payroll deductions, up to a maximum of 15% of their eligible compensation. Participants may withdraw from the ESPP and receive a refund of their accumulated payroll contributions at any time prior to a purchase date. Unless changed by the administrator, the purchase price for each share of our common stock purchased under the ESPP will be 85% of the lower of the fair market value per share on the first day of the applicable offering period (or, in the case of the initial offering period, the price at which one share of common stock is offered to the public in this offering) or the fair market value per share on the applicable purchase date. For the three months and nine months ended October 31, 2016, no shares of common stock were purchased under the 2016 ESPP and 845,645 shares are expected to be purchased at the end of the initial offering period. The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for the Company’s 2016 ESPP. As of October 31, 2016, total unrecognized compensation cost related to 2016 ESPP was $9.4 million, net of estimated forfeitures, which will be amortized over a weighted-average period of 1.87 years. Market-based Options In September 2016, the Board of Directors of the Company granted 544,127 stock options to the Chief Executive Officer (2016 CEO Grant) under the 2006 Equity Plan with an exercise price of $13.04 per share is eligible to vest based on the achievement of stock price appreciation targets after the consummation of the initial public offering, as well as continuous service over a four year period following the grant date. Stock-based Compensation The Company’s total stock-based compensation expense was as follows as the dates specified (in thousands): Three months ended Nine months ended October 31, October 31, 2016 2015 2016 2015 Cost of revenue: Subscription services 150 62 415 161 Professional services and other 155 59 399 944 Research and development 357 152 982 1,009 Sales and marketing 937 706 1,848 1,092 General and administrative 785 547 2,005 6,353 Total 2,384 1,526 5,649 9,559 Of the total stock-based compensation expenses, costs recognized for options granted to non-employees were immaterial for all periods presented. As of October 31, 2016 there was approximately $23.5 million of total unrecognized compensation cost related to unvested stock options granted to employees and non-employee service providers under the 2006 Stock Plan and 2016 Equity Incentive Plan. This unrecognized compensation cost is expected to be recognized over an estimated weighted-average amortization period of approximately 2.85 years. Prior to October 5, 2016, the Company did not recognize stock-based compensation expense for the RSUs previously granted under its 2006 Plan to its employees because the qualifying events for the awards vesting were not probable. The qualifying events for the awards were satisfied upon occurrence of the Company’s IPO in October 2016. As of July 31, 2016 the Company had deferred recognition of $230,000 of cumulative share-based compensation expense related to these RSUs for which the service condition was satisfied, after giving effect to estimated forfeitures. This amount was recorded into the quarterly period ended October 31, 2016. The fair values of the Company’s stock options granted during the three months ended October 31, 2016 and 2015 and during the nine months ended October 31, 2016 and 2015 was estimated using the following assumptions: Three months ended Nine months ended October 31, October 31, 2016 2015 2016 2015 Employee Stock Options Expected term (years) 6.00 5.70 - 6.00 6.00 5.70 - 6.00 Volatility 48% 48% 48% 48% Weighted average volatility 48% 48% 48% 48% Risk-free interest rate 1.27% - 1.33% 1.62% - 1.68% 1.27% - 1.55% 1.62% - 1.94% Dividend yield 0% 0% 0% 0% Employee Stock Purchase Plan Expected term (years) 0.41 - 1.91 - 0.41 - 1.91 - Volatility 48% - 48% - Weighted average volatility 48% - 48% - Risk-free interest rate 0.48% - 0.81% - 0.48% - 0.81% - Dividend yield 0% - 0% - Market-Based Options Expected term (years) 10.00 - 10.00 - Volatility 48% - 48% - Weighted average volatility 48% - 48% - Risk-free interest rate 1.61% - 1.61% - Dividend yield 0% - 0% - |