Incentive Equity Plans | 8. Incentive Equity Plans In the Fourth Amendment to the Company’s Incentive Share Plan (the Incentive Plan) adopted in March 2018, the Company was authorized to issue up to an aggregate of 6,199,477 incentive units pursuant to the Incentive Plan. Generally, incentive units were granted at no less than fair value as determined by the board of managers and had vesting periods ranging from one to four years. The Incentive Plan was terminated in September 2018. In September 2018, the Company’s board of directors adopted and the Company’s stockholders approved the 2018 Stock Incentive Plan (the 2018 Plan), which became effective upon the effectiveness of the registration statement on Form S-1 for the Company’s IPO. The number of common shares initially available for issuance under the 2018 Plan is the sum of (1) 4,067,007 shares of common stock; plus (2) the number of shares of common stock (up to 1,277,181) issued in respect of incentive units granted under the Incentive Plan that are subject to vesting immediately prior to the effectiveness of the registration statement that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase on the first day of each fiscal year beginning with the fiscal year ending December 31, 2019 and continuing to, and including, the fiscal year ending December 31, 2028, equal to the lowest of 4,989,593 shares of the Company’s common stock, 4% of the number of shares of the Company’s common stock outstanding on the first day of the fiscal year and an amount determined by the Company’s board of directors. During the nine months ended September 30, 2018, the Company granted 1,715,368 incentive units to employees and directors under the Incentive Plan. The weighted average fair value of incentive units granted to employees in the nine months ended September 30, 2018 was $4.54 per unit. In September 2018, each outstanding incentive unit was converted into a number of shares of common stock based upon the IPO price. Certain of the shares of common stock issued in respect of incentive units continue to be subject to vesting in accordance with the vesting schedule that was applicable to such incentive units, The Company granted 1,257,826 restricted shares to employees and directors as part of the conversion. The Company also granted 1,744,650 stock options to purchase shares of common stock to employees and directors who were holders of incentive units at the time of the incentive unit conversion and 186,150 in new employee grants. The weighted average fair value of stock options granted to employees and directors in the nine months ended September 30, 2018 was $9.87 per share. During the nine months ended September 30, 2018, the Company recognized compensation expense of $5,195,802 relating to the issuance of employee and director incentive units, and at September 30, 2018, there was approximately $18,900,000 of compensation expense that is expected to be amortized over a weighted average period of approximately three years. In September 2018, in connection with the conversion of the incentive units, the Company The fair value of the incentive common units granted during the nine months ended September 30, 2018 and 2017 was determined using the Black-Scholes option pricing model with the following assumptions: September 30, 2018 September 30, 2017 Expected volatility 66-71% 75-78% Expected term (years) 5.6-6.1 1.5-6.1 Risk free interest rate 2.5-2.9% 1.1-2.1% Expected dividend yield 0 % 0 % Fair value of underlying common units $1.08-8.48 $ 0.72 The fair value of the underlying common units indicated above was utilized as the exercise price within the Black-Scholes option pricing model. The fair value of the stock options granted during the nine months ended September 30, 2018 was determined using the Black-Scholes option pricing model with the following assumptions: September 30, 2018 Expected volatility 68 % Expected term (years) 5.0-10.0 Risk free interest rate 2.9-3.0% Expected dividend yield 0 % Exercise price $ 16.00 The following table provides a summary of the incentive unit activity under the Incentive Plan in the nine months ended September 30, 2018. These amounts include incentive units granted to employees, directors and consultants. Units Weighted Average Fair Value Outstanding at December 31, 2017 3,669,963 $ 0.45 Granted 1,715,368 $ 4.54 Forfeited (34,982 ) $ 4.85 Cancelled (5,350,349 ) $ 1.86 Outstanding at September 30, 2018 — $ — The following table provides a summary of the restricted stock grant activity under the Incentive Plan in the nine months ended September 30, 2018. These amounts include restricted stock granted to employees, directors and consultants. Shares Weighted Average Grant Date Fair Value Per Share Unvested restricted stock at December 31, 2017 — $ — Granted 1,268,923 $ 16.00 Unvested restricted stock at September 30, 2018 1,268,923 $ 16.00 The following table provides a summary of the stock option activity under the 2018 Plan in the nine months ended September 30, 2018. These amounts include stock options granted to employees, directors and consultants. Options Weighted Average Fair Value Outstanding at December 31, 2017 — $ — Granted 2,181,810 $ 10.13 Outstanding at September 30, 2018 2,181,810 $ 10.13 Exercisable at September 30, 2018 357,658 $ 9.62 The 1,995,660 stock options to purchase shares of common stock to employees, directors, and consultants granted at the time of the incentive unit conversion have the same vesting terms as the profit units that were outstanding in September 2018 before the profit interests were converted into common stock. At the time of issuance of the stock options, 357,658 stock options to purchase shares of common stock became immediately vested, resulting in stock compensation expense of $3,627,507. At September 30, 2018, there were 1,134,055 restricted shares under the Incentive Plan and 1,949,915 stock options under the 2018 Plan that vested and are expected to vest. |