Stockholders' Equity | 4. Stockholders’ Equity Common Stock As of December 31, 2019, we are authorized to issue 3,000,000,000 shares of Class A nonvoting common stock, 700,000,000 shares of Class B voting common stock, and 260,887,848 shares of Class C voting common stock, each with a par value of $0.00001 per share. Class A common stock has no voting rights, Class B common stock is entitled to one vote per share, and Class C common stock is entitled to ten votes per share. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Shares of our Class C common stock are convertible into an equivalent number of shares of our Class B common stock and generally convert into shares of our Class B common stock upon transfer. Any dividends paid to the holders of the Class A common stock, Class B common stock, and Class C common stock will be paid on a pro rata basis. For the year ended December 31, 2019, we did not declare any dividends. On a liquidation event, as defined in our amended and restated certificate of incorporation, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock, Class B common stock, and Class C common stock. As of December 31, 2019, there were 1,160,127,014 shares, 24,521,607 shares, and 231,147,476 shares of Class A common stock, Class B common stock, and Class C common stock, respectively, issued and outstanding. Stock-based Compensation Plans 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 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 under 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 of 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 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 issued or offered 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 (i) 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 (ii) 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 (i) and (ii). Restricted Stock Units The following table summarizes the RSU award activity during the year ended December 31, 2019: Class A Outstanding RSUs Class B Outstanding RSUs Weighted- Average Grant Date Fair Value per RSU (in thousands, except per share data) Unvested at December 31, 2018 149,638 492 $ 13.34 Granted 89,582 — $ 11.00 Vested (76,983 ) (490 ) $ 12.10 Forfeited (21,622 ) (2 ) $ 13.15 Unvested at December 31, 2019 140,615 — $ 12.57 The total fair value of RSUs vested during the years ended December 31, 2019, 2018, and 2017 was $937.2 million, $884.1 million, and $966.0 million, respectively. Total unrecognized compensation cost related to Pre-2017 RSUs was $34.5 million as of December 31, 2019 and is expected to be recognized over a weighted-average period of 0.8 years. Total unrecognized compensation cost related to Post-2017 RSUs was $1.4 billion as of December 31, 2019 and is expected to be recognized over a weighted-average period of 2.9 years. Additionally, we have 9.4 million and 22.4 million RSUs that are vested but have not yet settled as of December 31, 2019 and December 31, 2018, respectively. These RSUs are primarily related to the CEO award. Restricted Stock Awards The following table summarizes the RSA activity during the year ended December 31, 2019: Class A Outstanding RSAs Weighted- Average Grant Date Fair Value per RSA (in thousands, except per share data) Unvested at December 31, 2018 8,134 $ 7.51 Granted 3,975 $ 12.61 Vested (2,778 ) $ 9.90 Forfeited (1,149 ) $ 5.85 Unvested at December 31, 2019 8,182 $ 9.42 The total fair value of RSAs vested during the years ended December 31, 2019, 2018 and 2017 was $27.5 million, $6.3 million, and $1.6 million, respectively. Total unrecognized compensation cost related to RSAs was $74.2 million as of December 31, 2019 and is expected to be recognized over a weighted-average period of 3.3 years. Stock Options The following table summarizes the stock option award activity under the Stock Plans during the year ended December 31, 2019: 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, 2018 13,322 2,969 $ 7.83 6.41 $ 34,567 Granted 118 — $ 14.69 — $ — Exercised (3,291 ) (1,389 ) $ 3.53 — $ — Forfeited (1,437 ) (30 ) $ 13.87 — $ — Outstanding at December 31, 2019 8,712 1,550 $ 9.00 5.59 $ 75,460 Exercisable at December 31, 2019 6,053 1,550 $ 8.00 4.65 $ 63,445 Vested and expected to vest at December 31, 2019 8,508 1,550 $ 8.91 5.54 $ 74,825 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of December 31, 2018 and December 31, 2019, respectively. The weighted-average fair value of stock options granted during the years ended December 31, 2019 and 2018 was $14.69 and $6.99 per share, respectively. The expense is estimated based on the option’s fair value as calculated by the Black-Scholes option pricing model. Stock-based compensation expense for stock options was not material in the years ended December 31, 2019, 2018, and 2017. Total unrecognized compensation cost related to unvested stock options was $17.7 million as of December 31, 2019 The total grant date fair value of stock options that vested in the years ended December 31, 2019, 2018, and 2017 was $23.3 million, $24.8 million, and $58.6 million, respectively. The intrinsic value of stock options exercised in the years ended December 31, 2019, 2018, and 2017 was $44.0 million, $289.1 million, and $276.5 million, respectively. Stock-Based Compensation Expense Total stock-based compensation expense by function was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Cost of revenue $ 6,365 $ 4,393 $ 26,071 Research and development 464,639 340,533 1,154,430 Sales and marketing 93,355 84,059 236,474 General and administrative 121,654 109,226 1,222,920 Total $ 686,013 $ 538,211 $ 2,639,895 |