Stockholders' Deficit | 9. STOCKHOLDERS’ DEFICIT Stock Incentive Plans —In 2013, the Company adopted the Coursera, Inc. Stock Incentive Plan (“Stock Incentive Plan”) and in 2014, adopted the Coursera, Inc. 2014 Executive Stock Incentive Plan (together, the “Predecessor Plans”), pursuant to which the Company has granted a combination of incentive and nonstatutory stock options and restricted stock units (“RSU”s). Under the Predecessor Plans, 65,547,319 shares were available for grant as stock-based awards to employees, directors, and service providers as of December 31, 2020. As of March 31, 2021, and in connection with the effectiveness of the 2021 Plan as defined below, shares previously reserved for issuance under the Predecessor Plans (to the extent not subject to outstanding equity awards prior to the date the IPO was declared effective) were no longer available for future issuance under the Predecessor Plan; however, the Predecessor Plans continue to govern the terms and conditions of the outstanding awards granted pursuant to the Predecessor Plans. Under the Predecessor Plans, 8,098,484 shares and zero shares of the Company’s common stock were reserved for future grants as of December 31, 2020 and March 31, 2021, respectively. During the three months ended March 31, 2020 and 2021, shares reserved for issuance did no t increase under the Predecessor Plans. The Company adopted the 2021 Stock Incentive Plan (the "2021 Plan") and 2021 Employee Stock Purchase Plan (the "ESPP") in February 2021, which became effective on March 30, 2021 when the registration statement for the IPO was declared effective (collectively the 2021 Plan, the ESPP and the Predecessor Plans are referred to as the "Plans"). The 2021 Plan provides for the granting of incentive and nonstatutory stock options, RSUs and other equity awards. As of March 31, 2021, 15,400,000 shares of the Company's common stock, plus certain automatic annual increases in the number of shares of the Company's common stock reserved for future issuance under the 2021 Plan, and any shares subject to outstanding awards under the Predecessor Plans after the effective date of the 2021 Plan that are subsequently (i) forfeited or terminated, (ii) not issued because such award is settled in cash, or (iii) withheld or reacquired to satisfy the applicable exercise, strike, or purchase price, or a tax withholding obligation, were reserved for future issuance under the 2021 Plan. As of March 31, 2021, 2,800,000 shares of the Company's common stock, plus certain automatic annual increases in the number of shares of the Company's common stock, were reserved for issuance under the ESPP. Stock Options —The Company may grant options at prices not less than the fair market value at the date of grant. These options generally expire 10 years from the date of grant. Incentive stock options and nonstatutory options generally vest ratably over a four-year service period. Stock option activity under the Plans for the three months ended March 31, 2021 was as follows: Number of Weighted- Weighted- Aggregate Balance—December 31, 2020 32,458,408 $ 4.60 7.75 $ 625,058 Granted — — Exercised ( 2,891,926 ) 2.96 Canceled ( 257,757 ) 5.91 Balance—March 31, 2021 29,308,725 $ 4.75 7.55 $ 1,179,580 Options vested 13,962,319 $ 2.97 6.46 $ 586,846 Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock as determined by the Board of Directors. The aggregate intrinsic value of options exercised was $ 102,025 for the three months ended March 31, 2021. RSUs —During the year ended December 31, 2020, the Company began granting RSUs to its employees and directors with service-based and performance-based vesting conditions, both of which must be satisfied in order for RSUs to vest. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied on the earlier of (i) a change in control event or (ii) the first sale of the Company’s common stock pursuant to an initial public offering. Both events are not deemed probable until consummated. As the first sale of the Company’s common stock pursuant to its IPO took place on April 5, 2021, all stock-based compensation expense related to RSUs remained unrecognized as of March 31, 2021. RSU activity during the three months ended March 31, 2021 was as follows: Three Months Ended March 31, 2021 Number of Weighted- Aggregate Unvested balance—December 31, 2020 3,276,600 $ 17.92 $ 19,454 Granted 2,904,871 34.82 Forfeited ( 30,200 ) 27.02 Unvested balance—March 31, 2021 6,151,271 $ 25.86 $ 276,807 Stock-Based Compensation Expense —The Company estimates the fair value of stock-based compensation utilizing the Black-Scholes option-pricing model, which is dependent upon several variables, such as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield rate over the expected option term. These amounts are estimates and, thus, may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite vesting period for each award. Stock-based compensation expense for the three months ended March 31, 2020 and 2021 is classified in the condensed consolidated statements of operations as follows: Three Months Ended March 31, 2020 2021 Cost of revenue $ 110 $ 107 Research and development 1,277 2,028 Sales and marketing 709 1,347 General and administrative 918 1,802 Total $ 3,014 $ 5,284 The Company capitalized $ 156 and $ 526 of stock-based compensation related to its internal-use software during the three months ended March 31, 2020 and 2021, respectively. As of March 31, 2021, there was a total of $ 58,732 unrecognized employee compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.55 years. In addition, as of March 31, 2021, total unrecognized compensation cost related to unvested RSUs was $ 159,877 , which is expected to be recognized over a weighted-average period of approximately 2.48 years if the first sale of the Company’s common stock pursuant to an initial public offering had occurred on March 31, 2021 using an accelerated attribution method. Common Stock Reserved for Issuance — The Company’s common stock reserved for future issuance as of December 31, 2020 and March 31, 2021 was as follows: December 31, 2020 March 31, 2021 Conversion of convertible preferred stock 75,305,400 75,305,400 Stock options outstanding 32,458,408 29,308,725 RSUs outstanding 3,276,600 6,151,271 Shares available for future grants 8,098,484 18,213,838 Total shares of common stock reserved 119,138,892 128,979,234 |