Share-based Compensation | 7. Share-based Compensation 2017 Inducement Equity Plan In January 2017, we adopted the 2017 Inducement Equity Plan (the “ 2017 Inducement Plan”). Under the 2017 Inducement Plan, shares of our common stock are reserved for the issuance of non-qualified 31 , 2018 , there were 458,350 shares reserved for the future issuance of equity awards under the 2017 Inducement Plan. 2015 Stock Option and Incentive Plan In July 2015, we adopted the 2015 Stock Option and Incentive Plan (the “2015 Plan”). Under the 2015 Plan, shares of our common stock are reserved for the issuance of stock options, restricted stock, and other equity-based awards to employees, non-employee non-statutory 4-year 2012 Stock Option and Grant Plan In 2012, the Company adopted the 2012 Stock Option and Grant Plan (the “2012 Plan”) under which our Board of Directors was authorized to grant incentive stock options to employees, including officers and members of the Board of Directors who are also employees of ours, and non-statutory 3,785,713 Stock Option Activity The following table summarizes activity under the Company’s stock option plans, including the 2017 Inducement Plan, 2015 Plan and the 2012 Plan and related information (in thousands, except share and per share amounts and term): Number Weighted- Weighted- Aggregate Outstanding — December 31, 2017 2,945,901 $ 17.50 8.25 Options granted 1,102,208 52.80 Options exercised (596,434 ) 10.10 Options canceled (208,124 ) 34.84 Outstanding — December 31, 2018 3,243,551 $ 29.74 7.96 $ 49,373 Vested and exercisable — December 31, 2018 1,553,778 $ 21.80 7.31 $ 32,305 The aggregate intrinsic value was calculated as the difference between the exercise price of the options and the fair value of our common stock as of December 31, 2018. The total intrinsic value of options exercised was $23.4 million for the year ended December 31, 2018, $11.3 million for the year ended December 31 , 2017 and $2.4 million for the year ended December 31 , 2016 . The weighted-average estimated fair value of stock options granted was $33.58 for the year ended December 31 , 2018 , $16.19 for the year ended December 31 , 2017 and $11.74 for the year ended December 31 , 2016 . Stock Options Granted to Employees with Service-based Vesting Valuation Assumptions The fair values of stock options granted to employees were calculated using the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) 5.3-6.1 5.3-6.1 5.3-6.1 Volatility 68.7%-71.8% 68.9%-75.6% 70.6%-82.3% Risk-free interest rate 2.6%-3.0% 1.8%-2.3% 1.1%-2.1% Dividend yield — — — In determining the fair value of the options granted, we used the Black-Scholes-Merton option-pricing model and assumptions discussed below. Expected Term mid-point Expected Volatility Risk-Free Interest Rate Expected Dividend Restricted Stock Units In January 2017, the Compensation Committee of our Board of Directors approved the commencement of granting restricted stock units (“RSUs”) to our employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our common stock upon the completion of a specific period of continued service. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. RSUs granted are valued at the market price of our common stock on the date of grant. We recognize noncash compensation expense for the fair value of RSUs on a straight-line basis over the requisite service period of these awards. The following table summarizes activity of RSUs granted to employees with service-based vesting under the 2017 Inducement Plan and 2015 Plan and related information (in thousands, except share, per share amounts and vesting period): Number Weighted- Weighted- Aggregate Non-vested 467,463 $ 24.93 1.71 $ 18,395 RSUs granted 625,765 54.48 RSUs vested (179,772 ) 34.38 RSUs forfeited (97,287 ) 41.89 Non-vested 816,169 $ 43.34 1.54 $ 33,504 Restricted Stock Purchases When Restricted Stock Purchases (“RSPs”) are granted, the individual purchases the shares at the grant date fair value of the underlying common stock. The purchase of the stock is subject to forfeiture prior to vesting at the lower of fair value and the original purchase price. The award is treated similarly to an early exercise of stock options for accounting purposes. A summary of our unvested restricted stock for the year ended December 31, 2018 is as follows: Number of RSPs Weighted Average Outstanding — December 31, 2017 241,617 $ 1.46 RSPs vested (192,246 ) 1.26 Repurchased by Company (2,320 ) 2.27 Outstanding — December 31, 2018 47,051 $ 2.24 Market-Condition Awards Granted to Employees On August 11, 2017, our Board of Directors approved awards up to an aggregate of 365,250 RSUs to certain of our senior management team under the 2015 Plan, the vesting of which are contingent upon a combination of continued employment and achieving certain market capitalization milestones. The market-condition awards do not vest until the achievement of their respective market capitalization milestones, which must occur on or before December 31, 2019. The grant date fair value of these market-condition awards was estimated using a Monte Carlo simulation model. The derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions, are also determined at the grant date. We record expense on a straight-line basis over the applicable derived service periods. The following table summarizes activity of the market-condition awards under the 2015 Plan and related information (in thousands, except share, per share amounts and vesting period): Number Weighted- Weighted- Aggregate Non-vested 353,250 $ 15.15 0.73 $ 13,900 Granted — — Vested (188,400 ) 18.22 Forfeited (5,600 ) 11.64 Non-vested 159,250 $ 11.64 0.04 $ 6,537 The following table summarizes the assumptions used to estimate the fair value of the market-condition awards during the year ended December 31, 2017: Valuation date stock price $ 28.55 Volatility 65.6 % Risk-free interest rate 1.4 % Dividend yield — At December 31, 2018, total unrecognized compensation expense related to unvested market-condition awards was $36,500, which is expected to be recognized over their respective remaining derived service periods. The remaining weighted average derived service period is 0.04 year as of December 31, 2018. We recognized $3.1 million and $2.2 million in stock-based compensation expense related to the market-condition awards for the year ended December 31, 2018 and December 31, 2017 respectively. Employee Stock Purchase Plan In July 2015, we adopted the 2015 Employee Stock Purchase Plan (the “2015 ESPP”). Under the 2015 ESPP our employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock at the beginning of the offering period or at the end of each applicable purchase period. The 2015 ESPP provided for offering periods of six months in duration. As approved by the Compensation Committee of the Board of Directors in December 2017, the 2015 ESPP provides for offering periods of two years in duration with purchase periods occurring every six months during an offering period. The purchase periods end on either January 31 or July 31. Contributions under the 2015 ESPP are limited to a maximum of 15% of an employee’s eligible compensation. ESPP purchases are settled with common stock from the ESPP’s previously authorized and available pool of shares. During the year ended December 31, 2018, 61,031 shares were issued under the ESPP for $1.6 million. The fair values of the rights granted under the 2015 ESPP were calculated using the following assumptions: Year Ended 8 Year Ended Expected term (in years) 0.5 – 2.0 0.5 Volatility 59.2-65.4 % 60.1-63.5 % Risk-free interest rate 1.6-2.7 % 0.7-1.2 % Dividend yield — % — % Stock-Based Compensation Expense Total stock-based compensation recognized by functions was as follows (in thousands): Year Ended December 31, 2018 2017 2016 Research and development $ 12,747 $ 5,905 $ 4,153 General and administrative 17,333 7,777 5,082 Total stock-based compensation expense $ 30,080 $ 13,682 $ 9,235 During the year ended December 31, 2016, we recorded charges of $1.5 million relating to the fair value of stock options which were modified for two terminated employees. $0.9 million of these charges were classified as research and development expenses and the remaining $0.6 million of these charges were classified as general and administrative expenses. Unrecognized Stock-Based Compensation Expense and Weighted-Average Remaining Amortization Period As of December 31, 2018 the unrecognized stock-based compensation cost, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows (in thousands, except amortization period): Unrecognized Compensation Cost Weighted-average remaining amortization period (years) Options $ 37,467 1.3 Restricted stock purchases 56 — Restricted stock units 31,466 1.1 ESPP 1,709 — Total unrecognized stock-based compensation expense $ 70,698 2.4 |