Stock-Based Awards and Benefit Plan | Stock-Based Awards and Benefit Plan On November 4, 2012, our board of directors adopted the Kindred Biosciences, Inc. 2012 Equity Incentive Plan (the “2012 Plan"). The 2012 Plan provided for our board of directors to grant incentive stock options or non-qualified stock options for the purchase of common stock, to issue or sell shares of restricted common stock and to grant stock appreciation rights (“SARs”) to our employees, directors, consultants and advisers of the Company. Pursuant to the terms of the 2012 Plan, no options or SARs shall be granted under the 2012 Plan after 10 years from the date of adoption of the 2012 Plan. We reserved 4,000,000 shares of our common stock for issuance under the 2012 Plan. The 2012 Plan terminated in May 2016 and 3,041,999 stock option shares which had been granted prior to the plan’s expiration remaining outstanding as of December 31, 2018 . In May 2016, we adopted the 2016 Equity Incentive Plan (the “2016 Plan”), and reserved 3,000,000 shares of our common stock for issuance under the 2016 Plan. The 2016 Plan was the successor to our 2012 Plan and all awards made under the 2012 Plan remained subject to the terms of that plan. Options granted under the 2016 Plan were either incentive stock options or nonstatutory stock options. The 2016 Plan also provided for the grant of stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards. The exercise price of a stock option was not less than 100% of the closing price of our common stock on the date of the grant. If, at any time we granted an option, and the optionee directly or by attribution owned stock possessing more than 10% of the total combined voting power of all classes of our stock, the option price was at least 110% of the fair value and was not exercisable more than five years after the date of grant. Options generally vested over a period of one or four years from the date of grant. Options granted under the 2016 Plan expired no later than 10 years from the date of grant. As of December 31, 2018 , there were 2,376,436 option shares outstanding, 187,500 restricted stock awards issued but unvested, and 315,000 restricted stock units granted but unvested, and no shares are available for future grants under the 2016 Plan since it was retired in June 2018. In June 2018, we adopted the 2018 Equity Incentive Plan (the “2018 Plan”), and reserved 3,000,000 shares of our common stock for issuance under the 2018 Plan. The 2018 Plan is the successor to our 2016 Plan. All awards made under the 2016 and 2012 Plans shall remain subject to the terms of these plans. Options granted under the 2018 Plan may be either incentive stock options or nonstatutory stock options. The 2018 Plan also provides for the grant of stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards. The exercise price of a stock option may not be less than 100% of the closing price of our common stock on the date of the grant. If, at any time we grant an incentive stock option, and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all classes of our stock, the option price shall be at least 110% of the fair value and shall not be exercisable more than five years after the date of grant. Options generally vest over a period of one or four years from the date of grant. Options granted under the 2018 Plan expire no later than 10 years from the date of grant. As of December 31, 2018 , there were 403,493 option shares outstanding, and 2,596,507 shares available for future grants under the 2018 Plan. 2014 Employee Stock Purchase Plan In December 2014, our board of directors adopted the Kindred Biosciences, Inc. 2014 Employee Stock Purchase Plan (the “Purchase Plan”). A total of 200,000 shares of our common stock are authorized for issuance under the Purchase Plan. At the Annual Meeting of Stockholders of Kindred Biosciences, Inc. held on June 22, 2018, our stockholders approved an amendment to increase the number of shares that may be issued under the ESPP from 200,000 shares to 500,000 shares. The Purchase Plan permits eligible employees to purchase common stock at a discount through payroll deductions during defined six months consecutive offering periods beginning on December 1st. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock on the first day of the offering or 85% of the fair market value of our common stock on the purchase date. A participant may purchase a maximum of 2,000 shares of common stock during each offering period, not to exceed $25,000 worth of common stock on the offering date during each calendar year. We use the Black-Scholes option pricing model, in combination with discounted employee price, in determining the value of the Purchase Plan expense to be recognized during each offering period. The weighted-average grant date fair value per share using the Black-Scholes option pricing model was $2.72 during the year ended December 31, 2018 . As of December 31, 2018 , there were 184,392 shares of common stock issued under the Purchase Plan and 315,608 shares available for future issuance under the Purchase Plan. At December 31, 2018 and 2017, we had an outstanding liability of $47,000 and $27,000 , respectively, which is included in accrued compensation on the consolidated balance sheets, for employee contributions to the Purchase Plan for shares pending issuance at the end of the next offering period. Reserved Shares At December 31, 2018 , shares of common stock reserved for future issuance inclusive of outstanding option shares are as follows: 2018 Equity Incentive Plan 2,596,507 2014 Employee Stock Purchase Plan 315,608 2,912,115 Stock Option Plan Activity Summary A summary of activity under our stock option plans is as follows: Shares Available For Grant Shares Issuable Under Options Weighted Average Exercise Price Weighted Average Remaining ContractualTerm (In Years) Aggregate Intrinsic Value Balance, December 31, 2015 726,402 3,116,185 $7.26 8.2 $2,908,000 2012 Plan terminated (a) (307,107 ) 2016 Plan authorized (b) 3,000,000 Granted (847,683 ) 847,683 $3.48 Exercised (39,501 ) $0.57 Expired 43,818 (43,818 ) $14.52 Forfeited - stock options 312,220 (312,220 ) $7.06 Balance, December 31, 2016 2,927,650 3,568,329 $6.36 7.5 $4,353,000 2012 Plan true up retired shares (c) (26,977 ) 2016 Plan issued RSA shares (d) (250,000 ) Granted (1,208,200 ) 1,208,200 $6.62 Exercised (156,927 ) $1.98 Expired 7,267 (7,267 ) $14.54 Forfeited - stock options 38,710 (38,710 ) $6.60 Balance, December 31, 2017 1,488,450 4,573,625 $6.57 7.2 $18,745,000 2012 Plan true up retired shares (e) (56,953 ) 2016 Plan RSA forfeited on 1/23/18 (f) 26,980 2016 Plan RSU issued on 1/22/18 (g) (315,000 ) 2016 Plan true up retired shares (h) (56,636 ) 2018 Incentive Plan (i) 3,000,000 Granted (1,607,193 ) 1,607,193 $9.78 Exercised (242,031 ) $3.19 Expired 36,791 (36,791 ) $13.05 Forfeited - stock options 80,068 (80,068 ) $7.40 Balance, December 31, 2018 2,596,507 5,821,928 $7.54 7.1 $ 24,780,000 Options vested and expected to vest, December 31, 2018 5,821,928 $7.54 7.1 $ 24,780,000 Options exercisable, December 31, 2018 3,716,187 $7.01 6.1 $ 18,806,000 (a) The 2012 Equity Incentive Plan terminated in May 2016. All shares available for grant under this Plan expired. (b) The 2016 Equity Incentive Plan was adopted and approved by stockholders in May 2016. (c) True up all expired shares available for grant under the 2012 Equity Incentive Plan, which was terminated in May 2016. (d) Issued 250,000 RSA shares on January 23, 2017 under the 2016 Equity Incentive Plan. (e) True up expired shares available for grant under the 2012 Equity Incentive Plan, which was terminated in May 2016. (f) Vested 62,500 RSA shares on January 23, 2018. 26,980 shares were forfeited to cover tax liability. (g) Issued 315,000 RSU units on January 22, 2018 under the 2016 Equity Incentive Plan. (h) The 2016 Equity Incentive Plan terminated in June 2018. All shares available for grant under this Plan expired. (i) The 2018 Equity Incentive Plan was adopted and approved by stockholders in June 2018. The aggregate intrinsic value of options is calculated as the difference between the exercise price of options and the fair value of our common stock for those options that had exercise prices lower than the fair value of our common stock on December 31, 2018 , 2017 and 2016. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2018 , 2017 and 2016 was $2,261,000 , $911,000 and $117,000 , respectively. We received proceeds of $635,000 , $311,000 and $23,000 from the exercise of common stock options during the years ended December 31, 2018 , 2017 and 2016, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2018 , 2017 and 2016 was $5.58 , $4.21 and $2.45 per share, respectively. Restricted Stock On January 23, 2017, we granted 250,000 shares of restricted stock awards to four employees. Shares will vest 25% on each one year anniversary of the grant date provided that the employee is in the employment of the Company on such vesting date. The total stock-based compensation expense related to these awards is $1,600,000 . On January 22, 2018, we granted 315,000 shares of restricted stock units to four employees. Shares will vest 25% on each one year anniversary of the grant date provided that the employee is in the employment of the Company on such vesting date. The total stock-based compensation expense related to these units is $2,756,000 . As of December 31, 2018 , we have an aggregate of approximately $2,933,000 unrecognized stock-based compensation expense for restricted stock awards outstanding which is expected to be recognized over a weighted-average period of 2.8 years. Restricted stock activity for the year ended December 31, 2018 , was as follows: Restricted Stock Award Shares Weighted Average Grant Date Fair Value Unvested balance at December 31, 2017 250,000 $6.40 Granted — — Vested (62,500 ) 6.40 Forfeited — — Unvested balance at December 31, 2018 187,500 $6.40 Restricted Stock Units Shares Weighted Average Grant Date Fair Value Unvested balance at December 31, 2017 — — Granted 315,000 $8.75 Vested — — Forfeited — — Unvested balance at December 31, 2018 315,000 $8.75 Stock-Based Compensation We recognize stock-based compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, we have considered our historical experience to estimate pre-vesting forfeitures for service-based awards. The impact of a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from our estimate, we may be required to record adjustments to stock-based compensation expense in future periods. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Due to insufficient company-specific historical and implied volatility information, we used to estimate the expected stock price volatility based on the historical volatility of publicly traded peer companies. During the quarter ended March 31, 2018, an analysis was completed to compare our own stock volatility to the volatility calculated using peer analysis. The conclusion was that Kindred Biosciences has enough history to provide a reliable expected volatility. As a result, we use the volatility of our own stock. The expected term of our common stock options has been determined utilizing the “simplified” method as we have insufficient historical experience for options grants overall, rendering existing historical experience irrelevant to expectations for current grants. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that we have never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Total stock-based compensation expense, related to all of our share-based payment awards, is comprised of the following: (In thousands) Years Ended December 31, 2018 2017 2016 Research and development $1,746 $1,650 $1,463 General and administrative 4,531 3,557 2,164 $6,277 $5,207 $3,627 Total stock-based compensation expense includes stock options, restricted stock awards, restricted stock units, and expense from the Purchase Plan for the years ended December 31, 2018 , 2017, and 2016. We had an aggregate of approximately $9,093,000 of unrecognized stock-based compensation expense for unvested stock-based awards as of December 31, 2018 , which is expected to be recognized over a weighted average period of 2.8 years . Valuation assumptions The relevant data used to determine the fair value of stock-based awards is as follows: Years Ended December 31, 2018 2017 2016 Stock options: Weighted average risk-free interest rate 2.62% 1.98% 1.61% Weighted average expected term (in years) 5.9 6.0 6.3 Weighted average expected volatility 59.2% 70.4% 83.4% Weighted average expected dividend yield — — — Fair value at grant date $5.58 $4.21 $2.45 Employee stock purchase plan: Weighted average risk-free interest rate 2.02% 1.04% 0.50% Weighted average expected term (in years) 0.5 0.5 0.5 Weighted average expected volatility 43.7% 56.7% 84.4% Weighted average expected dividend yield — — — Fair value at grant date $2.72 $1.73 $1.42 Restricted stock awards: Fair value at grant date — $6.40 — Restricted stock units: Fair value at grant date $8.75 — — |