Stockholders' Equity | 3. Stockholders’ Equity We maintain three share-based employee compensation plans: the 2017 Equity Incentive Plan (“2017 Plan”), the 2014 Equity Incentive Plan (“2014 Plan”), and the 2012 Equity Incentive Plan (“2012 Plan”, and collectively with the 2017 Plan and the 2014 Plan, the “Stock Plans”). In January 2017, our board of directors adopted the 2017 Plan, and in February 2017 our stockholders approved the 2017 Plan, effective on March 1, 2017, which serves as the successor to the 2014 Plan and 2012 Plan and provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. We do not expect to grant any additional awards under the 2014 Plan or 2012 Plan as of the effective date of the 2017 Plan, other than awards for up to 2,500,000 shares of Class A common stock to our employees and consultants in France under the 2014 Plan. Outstanding awards under the 2014 Plan and 2012 Plan continue to be subject to the terms and conditions of the 2014 Plan and 2012 Plan, respectively. Shares available for grant under the 2014 Plan and 2012 Plan, which were reserved but not issued or subject to outstanding awards under the 2014 Plan or 2012 Plan, respectively, as of the effective date of the 2017 Plan, were added to the reserves of the 2017 Plan. We have initially reserved 87,270,108 shares of our Class A common stock for future issuance under the 2017 Plan. An additional number of shares of Class A common stock will be added to the 2017 Plan equal to (i) 96,993,064 shares of Class A common stock reserved for future issuance pursuant to outstanding stock options and unvested RSUs under the 2014 Plan, (ii) 37,228,865 shares of Class A common stock issuable on conversion of Class B common stock underlying stock options and unvested RSUs outstanding the 2012 Plan, (iii) 17,858,235 shares of Class A common stock that were reserved for issuance under the 2014 Plan as of the date the 2017 Plan became effective, (iv) 11,004,580 shares of Class A common stock issuable on conversion Class B common stock that were reserved for issuance under the 2012 Plan as of the date the 2017 Plan became effective, and (v) a maximum of 86,737,997 shares of Class A common stock that will be added pursuant to the following sentence. With respect to each share that returns to the 2017 Plan pursuant to (i) and (ii) of the prior sentence that was associated with an award that was outstanding under the 2014 Plan and 2012 Plan as of October 31, 2016, an additional share of Class A common stock will be added to the share reserve of the 2017 Plan, up to a maximum of 86,737,997 shares st In July 2017, we acquired Placed, Inc. (“Placed”), an advertising measurement services company. See Note 4 for additional information. In connection with the Placed acquisition, we assumed the outstanding stock options under Placed, Inc.’s 2011 Equity Incentive Plan, as amended. Additionally, we granted restricted stock, which was not issued under any existing Snap or Placed equity incentive plans and will settle in shares of Class A common stock. The following table summarizes the restricted stock activity during the nine months ended September 30, 2017: Class A Outstanding Restricted Stock Class B Outstanding Restricted Stock Weighted- Average Grant Date Fair Value per Restricted Stock (in thousands, except per share data) Unvested at December 31, 2016 152,114 28,581 $ 15.50 Granted (1) 50,770 — $ 16.78 Vested (34,577 ) (16,777 ) $ 14.94 Forfeited (10,026 ) (366 ) $ 17.15 Unvested at September 30, 2017 158,281 11,438 $ 15.95 (1) Includes 1.4 million restricted stock granted in connection with the Placed acquisition. Total unrecognized compensation cost related to Pre-2017 RSUs was $818.1 million as of September 30, 2017 and is expected to be recognized over a weighted-average period of 2.7 years. All RSUs granted after December 31, 2016 vest on the satisfaction of only a service-based condition (“Post-2017 RSUs”). Total unrecognized compensation cost related to Post-2017 RSUs, including awards granted in connection with the Placed acquisition, was $658.1 million as of September 30, 2017 and is expected to be recognized over a weighted-average period of 4.5 years. The service condition is generally satisfied over four years, 10% after the first year of service, 20% over the second year, 30% over the third year, and 40% over the fourth year. In limited instances, we have issued Post-2017 RSUs with vesting periods in excess of four years. For the nine months ended September 30, 2017, for RSUs issued to employees, we withheld 23.8 million shares of common stock (“net settlement”) and remitted $370.9 million in cash to meet the related tax withholding requirements on behalf of our employees. We will continue to evaluate the net settlement of RSUs that vest in the future. The table below presents stock option awards that entitle the holder to an additional share of Class A common stock on exercise. The total stock options granted and underlying common stock fair value do not give effect to the additional Class A common stock. The following table summarizes the stock option award activity under the Stock Plans during the nine months ended September 30, 2017: Class A Number of Shares Class B Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in thousands, except per share data) Outstanding at December 31, 2016 1,266 21,186 $ 2.26 6.97 $ 682,565 Granted and assumed (2) 550 — $ 0.64 — $ — Exercised (192 ) (6,978 ) $ 0.96 — $ — Forfeited (4 ) — $ 0.72 — $ — Outstanding at September 30, 2017 1,620 14,208 $ 2.71 6.34 $ 409,287 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the assessed fair value of our common stock as of December 31, 2016 or the closing market price of our Class A common stock as of September 30, 2017. (2) Amount includes assumed options from Placed, Inc.’s 2011 Equity Incentive Plan, as amended, which are not entitled to an additional share of Class A common stock on exercise. Total unrecognized compensation cost related to stock options granted and assumed was $36.4 million as of September 30, 2017 Stock-Based Compensation Expense by Function Total stock-based compensation expense by function is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Cost of revenue $ 1,951 $ 128 $ 23,882 $ 410 Research and development 143,303 12,138 1,025,231 17,486 Sales and marketing 27,254 1,251 207,538 2,579 General and administrative 49,194 1,278 1,202,200 4,600 Total $ 221,702 $ 14,795 $ 2,458,851 $ 25,075 2017 Employee Stock Purchase Plan In January 2017, our board of directors adopted the 2017 Employee Stock Purchase Plan (“2017 ESPP”). Our stockholders approved the 2017 ESPP in February 2017. The 2017 ESPP became effective in connection with the IPO. A total of 16,484,690 shares of Class A common stock were initially reserved for issuance under the 2017 ESPP. No shares of our Class A common stock have been purchased under the 2017 ESPP. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1st of each calendar year, beginning on January 1, 2018 through January 1, 2027, by the lesser of (1) 1.0% of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (2) 15,000,000 shares; provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). |