Stock-based Compensation | Stock-based Compensation Equity Incentive Plans Our equity incentive plans are broad-based, long-term programs intended to attract, motivate, and retain talented non-employee directors, officers, and employees and to align their interests with stockholders. For the three months ended September 30, 2015, the Company made new grants under the following equity incentive plans: 2015 Omnibus Equity Incentive Plan In June 2015, the Company adopted the 2015 Omnibus Equity Incentive Plan (the "2015 Plan"). The 2015 plan allows for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards, performance share awards, cash-based awards, and other stock-based awards to eligible individuals. A total of 1,260,664 shares of our common stock were reserved for issuance under the 2015 Plan. As of September 30, 2015, 568,713 stock options and 639,067 shares of restricted stock have been granted under the 2015 Plan. The 2015 Plan contains an “evergreen” provision allowing for an annual increase in the number of shares of our common stock available for issuance under the 2015 Plan on January 1 of each year during the period beginning January 1, 2016 and ending on (and including) January 1, 2025. The annual increase in the number of shares will be equal to four percent ( 4% ) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; provided, however, that our board of directors is authorized to act prior to the first day of any calendar year to determine if the increase will be a lesser number of shares of common stock than would otherwise occur. Employee Stock Purchase Plan In June 2015, the Company adopted an Employee Stock Purchase Plan (the "ESPP"). The ESPP is designed to allow our eligible employees to purchase shares of our common stock with accumulated payroll deductions of up to 15% , subject to a purchase limitation of the lesser of 5,000 shares per offering period or $25 in fair market value of shares of common stock (determined at the time the option to purchase shares under the ESPP is granted) per annual period. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and is administered by the compensation committee of the Board of Directors. The first offering period under the ESPP began on July 1, 2015 and concludes on December 31, 2015. Stock Options Following is a summary of stock option activity for the nine months ended September 30, 2015: Number of Options Weighted average exercise price Weighted average remaining contractual term Outstanding at December 31, 2014 341,345 $ 2.30 5.2 years Granted 568,713 16.01 Exercised (25,197 ) 3.02 Forfeited (1,130 ) 3.32 Outstanding at September 30, 2015 883,731 11.10 7.9 years Vested and exercisable at September 30, 2015 316,518 $ 2.32 We estimate the fair value of stock options at the grant date using the Black-Scholes-Merton option pricing model. As of September 30, 2015, there was $3,332 of total unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted average period of 3.8 years . Restricted Stock Following is a summary of the restricted stock activity for the nine months ended September 30, 2015: Number of Restricted Stock Shares Unvested at December 31, 2014 715,577 Granted 788,153 Vested (345,813 ) Forfeited (14,482 ) Unvested at September 30, 2015 1,143,435 As of September 30, 2015, total unrecognized compensation cost related to the restricted stock shares was $10,845 , net of estimated forfeitures, which is expected to be recognized over a weighted-average period of 3.4 years . Estimated Grant Date Fair Values The Company estimated the grant-date fair values of restricted stock grants made during three months ended September 30, 2015 based on the adjusted closing price of EndoChoice Holdings, Inc. common shares on the respective grant dates. For grants made prior to our initial public offering, the Company estimated the underlying grant-date fair values of the restricted stock shares using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide") . For grants made during the second quarter of 2015, including for determining changes in grant-date fair values associated with the modification that occurred on May 7, 2015 discussed further below, the Company completed a valuation of its equity utilizing the probability-weighted expected return method (“PWERM”) as outlined in the AICPA Practice Aid. The company utilized the PWERM because it could reasonably estimate the form and timing of a potential liquidity event, as preparations for the Company’s IPO had commenced. Under the PWERM valuation method, the per share value of equity is estimated based upon the probability-weighted present value of expected future equity values under various possible future liquidity event scenarios. For grants made prior to second quarter of 2015, the Company utilized the option pricing method (“OPM"), an accepted valuation method under the AICPA Practice Guide. The OPM values each equity class by creating a series of call options on the equity value, with exercise prices based on the liquidation preferences, participation rights, and strike prices of derivatives. Prior to starting preparations for the Company’s IPO, the OPM was utilized because the Company could not reasonably estimate the form and timing of potential liquidity events. Stock-based Compensation Expense Stock-based compensation expense is recorded within the operating expense captions in the condensed consolidated statements of comprehensive loss based on the employees receiving the awards. We recognized stock-based compensation expense as follows during the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Cost of revenues $ 35 $ — $ 114 $ — Research and development 76 1 595 3 Sales and marketing 147 1 548 3 General and administrative 471 3 2,973 9 Total $ 729 $ 5 $ 4,230 $ 15 Stock-based compensation expense during the three and nine months ended September 30, 2015 includes $ 0 , and $3,496 of previously unrecognized compensation cost that was incurred in June 2015 for restricted stock grants that vested in connection with our initial public offering, or IPO, discussed in Note 1. The restricted stock grants made prior to the IPO contained vesting criteria based on both service ( four years) and performance (the achievement of a minimum valuation threshold upon a liquidity event or initial public offering). The minimum valuation threshold was achieved in connection with our IPO. The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s stock-based compensation plans and rights to acquire stock granted under the Company’s ESPP. The weighted average estimated fair values of stock options, the rights to acquire stock granted, and the weighted average assumptions used in calculating those fair values were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock Options Risk free interest rate 1.6 % — % 1.6 % — % Expected term (in years) 5.0 — 5.0 — Expected volatility 45.0 % — % 45.0 % — % Weighted average fair value at grant date $ 6.42 $ — $ 6.42 $ — Employee Stock Purchase Plan Risk free interest rate 0.1 % — % 0.1 % — % Expected term (in years) 0.5 — 0.5 — Expected volatility 47.0 % — % 47.0 % — % Weighted average fair value at grant date $ 4.65 $ — $ 4.65 $ — |