Stockholders' Equity | Note 10. Stockholders’ Equity Equity Incentive Plans The Company’s 2013 Equity Incentive Plan became effective upon the completion of the Company’s initial public offering and serves as the successor to the 2007 Equity Incentive Plan. Initially, 68.3 million shares were reserved under the 2013 Equity Incentive Plan and any shares subject to options or other similar awards granted under the 2007 Equity Incentive Plan that expire, are forfeited, are repurchased by the Company or otherwise terminate unexercised will become available under the 2013 Equity Incentive Plan. The number of shares of the Company’s common stock available for issuance under the 2013 Equity Incentive Plan were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 60,000,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year or (iii) such number of shares determined by the Company’s Board of Directors. No additional shares have been issued under the 2007 Equity Incentive Plan since 2013. Employee Stock Purchase Plan The number of shares available for sale under the ESPP were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of i) 11.3 million shares; ii) 1% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; or iii) such other amount as determined by the Company’s Board of Directors. During the six months ended June 30, 2017, employees purchased an aggregate of 1.1 million shares under the ESPP at a weighted-average price of $12.43 per share. During the six months ended June 30, 2016, employees purchased an aggregate of 1.3 million shares under the ESPP at a price of $11.99 per share. During the three months ended June 30, 2017 and 2016, the Company recorded $1.8 million and $5.7 million, respectively, and recorded $4.4 million and $11.4 million during the six months ended June 30, 2017 and 2016, respectively, of stock-based compensation expense related to the ESPP. Restricted Common Stock The Company has granted restricted common stock to certain continuing employees in connection with the acquisitions. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is generally up to four years from the issuance date, and the Company has the right to repurchase the unvested shares upon termination of employment. The fair value of the restricted common stock issued to employees is recorded as compensation expense on a straight-line basis over the requisite service period. The activities for the restricted common stock issued to employees for the six months ended June 30, 2017 are summarized as follows (in thousands, except per share data): Weighted-Average Number of Grant-Date Fair Shares Value Per Share Unvested restricted common stock at December 31, 2016 5,097 $ 23.04 Vested (1,166 ) $ 23.76 Canceled (441 ) $ 38.03 Unvested restricted common stock at June 30, 2017 3,490 $ 20.90 Stock Option Activity A summary of stock option activity for the six months ended June 30, 2017 is as follows (in thousands, except years and per share data): Options Outstanding Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Life Aggregate Shares Price Per Share (in years) Intrinsic Value Outstanding at December 31, 2016 8,723 $ 7.71 $ 4.25 $ 98,240 Options exercised (3,239 ) $ 2.26 Options canceled (183 ) $ 2.72 Outstanding at June 30, 2017 5,301 $ 11.20 5.17 $ 56,414 Exercisable at June 30, 2017 4,192 $ 8.73 4.42 $ 49,988 The total intrinsic values of stock options exercised during the three months ended June 30, 2017 and 2016 were $6.7 million and $12.4 million, respectively, and $44.1 million and $32.2 million during the six months ended June 30, 2017 and 2016, respectively. Performance Restricted Stock Units Activity The Company grants restricted stock units to certain of its executive officers periodically that vest based on the Company’s attainment of the annual financial performance goals and the executives’ continued employment through the vesting date, approximately one year (“PRSUs”). These PRSUs are granted when the annual performance targets are set by the Compensation Committee of the Board of Directors, generally in the first quarter of each financial year. During the six months ended June 30, 2017, the Company granted 318,400 PRSUs, at the 100% target level, for the 2017 performance goals with a weighted-average grant date fair value of $15.28 per share. During the year ended December 31, 2016, the Company granted 165,833 PRSUs, at the 100% target level, of which 117,808 vested in 2017. The Company also grants restricted stock units to certain of its executive officers that vest based on Twitter stock price performance relative to a broad-market index over a two year period from the grant date and the executives continued employment through the vesting date (“TSR RSUs”). During the six months ended June 30, 2017, the Company granted 134,400 TSR RSUs with a weighted-average grant date fair value of $13.02 per share. In addition, there are 1,408,533 additional PRSUs and TSR RSUs that will vest based on performance goals and Total Shareholder Return (“TSR”) targets in 2018 to 2020, if achieved, at target levels. Since the performance and TSR targets for those additional awards have not been established, they are not considered granted nor are they presented as outstanding. RSU Activity The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs, for the six months ended June 30, 2017. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of each respective date (in thousands, except per share data): RSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2016 48,069 $ 22.64 Granted 9,111 $ 15.23 Vested (11,138 ) $ 22.29 Canceled (8,063 ) $ 22.61 Unvested and outstanding at June 30, 2017 37,979 $ 20.97 The total fair value of RSUs vested during the three months ended June 30, 2017 and 2016 was $86.1 million and $119.8 million, respectively, and $187.0 million and $212.4 million during the six months ended June 30, 2017 and 2016, respectively. Stock-Based Compensation Expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Cost of revenue $ 6,253 $ 7,858 $ 12,205 $ 15,826 Research and development 63,625 90,916 128,011 166,495 Sales and marketing 20,694 45,856 45,783 91,957 General and administrative 22,824 23,065 44,394 44,333 Total stock-based compensation expense $ 113,396 $ 167,695 $ 230,393 $ 318,611 The Company capitalized $14.2 million and $17.9 million of stock-based compensation expense associated with the cost for developing software for internal use in the three months ended June 30, 2017 and 2016, respectively, and $30.3 million and $40.5 million in the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, there was $738.2 million of gross unamortized stock-based compensation expense related to unvested awards which will be recognized, net of actual forfeiture in the future, over a weighted-average period of 2.3 years. Upon adoption of the stock-based compensation expense simplification rule as of January 1, 2017, the Company no longer applies a forfeiture rate to determine the unamortized stock-based compensation expense; instead, the Company accounts for forfeitures as they occur. |