Stock-Based Compensation | 6. 2014 Stock Plan (the “2014 Plan”) and 2016 Equity Incentive Plan (the “2016 Plan”) The following table summarizes stock option activity under the 2014 Plan and the 2016 Plan (collectively, the “Plans”) for the three months ended March 31, 2018 (in thousands, except per share data): Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (Years) Value (a) Outstanding at December 31, 2017 3,167 $ 41.30 8.35 $ 219,656 Granted 672 $ 124.57 Exercised (97) $ 26.49 Cancelled or forfeited (62) $ 42.95 Outstanding at March 31, 2018 3,680 $ 56.88 8.45 $ 249,205 Exercisable at March 31, 2018 1,240 $ 22.52 7.55 $ 125,304 Exercisable and expected to vest at March 31, 2018 3,680 $ 56.88 8.45 $ 249,205 (a) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in-the-money at March 31, 2018 and December 31, 2017. The intrinsic value of the outstanding stock options as of March 31, 2018 at the purchase price of $218.00 per share in the Offer is equal to $592.9 million (see Note 11). For the three months ended March 31, 2018 and 2017, the total number of stock options exercised was 97,388 and 43,120, respectively, resulting in total proceeds of $5.0 million and $0.2 million, respectively. As of March 31, 2018 there was $89.8 million of unrecognized stock-based compensation expense related to stock option awards that is expected to be recognized over a weighted-average period of 1.4 years. The Company has recorded total stock-based compensation expense related to the issuance of stock option awards under the Plans in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2018 2017 Research and development $ 6,995 $ 1,978 General and administrative 5,274 2,765 $ 12,269 $ 4,743 Stock Options Granted The weighted-average grant date fair value of options granted during the three months ended March 31, 2018 and 2017 was $85.55 and $47.20, respectively on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, March 31, 2018 2017 Expected volatility 77.68 % 86.88 % Risk-free interest rate 2.53 % 1.94 % Expected term (in years) 6.08 6.08 Expected dividend yield 0.00 % % Options generally expire ten years following the date of grant. Options typically vest over a period of four years, but vesting provisions can vary by award based on the discretion of the Board of Directors. Options to purchase common stock carry an exercise price equal to the estimated fair value of the Company’s common stock on the date of grant. Options to purchase shares of the Company’s common stock may be exercised by payment of the exercise price in cash, by the delivery of previously acquired shares of common stock having a fair value equal to the exercise price payable or the withholding of common shares equal to the fair value of the aggregate exercise price. Upon the termination of service of a holder of stock options awarded under the Plans, all unvested options are immediately forfeited and vested options may be exercised within three months of termination. Service-Based Restricted Stock Units The Company grants restricted stock units (“RSUs”) with service-based vesting terms from time to time. The outstanding RSUs vest over a period of three years. For awards that vest subject to the satisfaction of service requirements, compensation expense is measured based on the fair value of the RSUs on the date of grant and is recognized as expense on a straight-line basis over the requisite service period. All RSUs issued vest over time as stipulated in the individual RSU award agreements. A summary of the status of the Company's RSUs at March 31, 2018 and of changes in RSUs outstanding under the 2016 Plan for the three months ended March 31, 2018 is as follows (in thousands, except per share data): Weighted Average Grant Date Number Fair Value of Shares Per Share Outstanding at December 31, 2017 27 $ 38.79 Granted 139 129.85 Vested (10) $ 40.24 Forfeited and cancelled (0) $ 34.90 Outstanding at March 31, 2018 156 $ 119.79 At March 31, 2018, there was $17.7 million of unrecognized compensation cost related to unvested RSUs that will be recognized as expense over a weighted-average period of 1.8 years. The Company has recorded total stock-based compensation expense related to the issuance of service-based RSUs under the Plans in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2018 2017 Research and development $ 399 $ 302 General and administrative 320 39 $ 719 $ 341 Performance-Based Restricted Stock Units On March 20, 2017, the Company granted to certain employees a total of 49,332 performance-based restricted stock units (“PSUs)”. These PSUs vest upon the achievement of certain regulatory and manufacturing milestones. If the milestones do not occur on or before the three-year anniversary of the grant date, all unvested PSUs will be cancelled. As of March 31, 2018, all 49,332 of these PSUs were outstanding, none had vested and the weighted-average grant date fair value of all shares was $79.75 per share. The Company has not yet recognized any PSU-related stock-based compensation expense as regulatory and manufacturing milestones have not yet been met; however, in the event the performance conditions are met, $3.9 million of research and development compensation expense will be recognized by the Company. There were no PSUs granted during the three months ended March 31, 2018. Warrants Granted to Non-Employees During the three months ended March 31, 2018 and 2017, there were no warrants exercised and as a result no proceeds received by the Company. As of March 31, 2018, there were 305,775 common stock warrants vested and outstanding issued to non-employees with a weighted-average exercise price of $2.57. |