Share-Based Awards | Share-Based Awards We grant equity incentive awards to certain of our employees (including our executive officers), directors and consultants. Following the Spin-Off, the awards we have granted have primarily been stock options and restricted stock units ("RSUs") relating to shares of our Series C common stock under the CommerceHub, Inc. 2016 Omnibus Incentive Plan (as amended, amended and restated or otherwise modified from time to time, the “Omnibus Plan”). Most of these awards contain service-based vesting conditions (typically annual vesting over four years), and some of these awards contain both service- and milestone-based vesting conditions. We also grant deferred stock units ("DSUs") in respect of our Series C common stock to our non-employee directors under the Omnibus Plan and the CommerceHub, Inc. Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan"). We estimate the fair value of the stock options granted using the Black-Scholes pricing model. In valuing share-based awards, significant judgment is required in determining the fair value of our share price, the expected volatility of common stock, and the expected term individuals will hold their share-based awards prior to exercise. Included in the condensed consolidated statements of comprehensive income are the following amounts of share-based compensation, net of estimated forfeitures, for the three months ended March 31 (amounts in thousands): 2018 2017 Cost of revenue $ 104 $ 110 Research and development 237 571 Sales and marketing 283 135 General and administrative 1,395 1,544 $ 2,019 $ 2,360 CommerceHub Share-Based Award Plans In connection with the Spin-Off, all of the outstanding CTI stock appreciation rights and stock options were converted into new option awards to purchase shares of our Series C common stock, which were issued under the CommerceHub, Inc. Legacy Stock Appreciation Rights Plan and the CommerceHub, Inc. Legacy Stock Option Plan (together, the "Legacy Plans"), respectively. The Legacy Plans govern the terms and conditions of these converted option awards but are not used to make any further grants. In connection with the Spin-Off, we also adopted the Omnibus Plan, which is the incentive plan we use for all new equity grants following the Spin-Off. On January 1, 2018, the number of shares available for issuance under the Omnibus Plan was increased by 2,173,960 shares, or 5% of the outstanding shares of our common stock on December 31, 2017, to 17,520,024 shares. In connection with the Spin-Off, we also adopted the CommerceHub, Inc. 2016 Employee Stock Purchase Plan (as amended, amended and restated or otherwise modified from time to time, the “ESPP”), which provided employees with the opportunity to invest a portion of their annual eligible compensation to purchase shares of our Series C common stock at a purchase price equal to 85% of the lower of (a) the fair market value of our Series C common stock at the beginning of the applicable six-month offering period, and (b) the fair market value of our Series C common stock at the end of the applicable six-month offering period. On January 1, 2018, the number of shares available for issuance under the ESPP increased by 434,792 , or 1% of the outstanding shares of our common stock on December 31, 2017, to 1,764,004 shares. During the three months ended March 31, 2018 , employees purchased 54,443 shares of Series C common stock under the ESPP and total cash received from ESPP purchases was $878 thousand , which includes an additional purchase of $467 thousand on March 26, 2018 when, pursuant to the Merger Agreement, the ESPP was terminated. In connection with the Spin-Off, holders of option awards, RSUs and restricted stock awards ("RSAs") relating to Qurate's then-outstanding Liberty Ventures common stock received CommerceHub options, RSUs and RSAs, respectively, pursuant to the CommerceHub, Inc. Transitional Stock Adjustment Plan (the “Transitional Plan”). The Transitional Plan, which is administered for the benefit of Qurate employees and consultants, governs the terms and conditions of these new awards but is not used to make any further grants. The following table summarizes the share-based award activity of options to purchase shares of our common stock for the three months ended March 31, 2018 : CommerceHub Employee Plans Qurate Employee Plans Omnibus Plan Legacy Plans Transitional Plan Series C Series C Series C Series A Outstanding at January 1, 2018 325,092 4,920,221 866,265 266,155 Granted — — — — Exercised — (85,861 ) (19,659 ) (14,836 ) Forfeited (6,181 ) (5,454 ) — — Outstanding at March 31, 2018 318,911 4,828,906 846,606 251,319 Weighted average exercise price $ 16.00 $ 12.79 $ 9.52 $ 7.96 Weighted average remaining contractual life (in years) 8.8 6.9 3.2 2.8 Aggregate intrinsic value (in thousands) $ 2,069 $ 46,825 $ 10,984 $ 3,636 Exercisable at March 31, 2018 74,972 2,590,252 454,148 195,255 Weighted average exercise price $ 15.64 $ 9.86 $ 7.41 $ 6.61 Weighted average remaining contractual life (in years) 8.4 5.7 2.4 2.1 Aggregate intrinsic value (in thousands) $ 513 $ 32,703 $ 6,850 $ 3,083 As of March 31, 2018 , unrecognized compensation cost attributable to options to purchase shares of our Series C common stock under the Omnibus Plan and the Legacy Plans was approximately $1.3 million and $8.9 million , respectively, and is expected to be recognized over a weighted average remaining vesting periods of approximately 2.9 years and 2.4 years , respectively. There is no unrecognized compensation cost related to options under the Transitional Plan because they are held by employees of Qurate, and any related compensation expense is incurred by Qurate. RSU Activity Under the Omnibus Plan (Series C) The following table summarizes the share-based award activity for RSUs relating to our Series C common stock granted under the Omnibus Plan for the three months ended March 31, 2018 : Number of Weighted average Outstanding at January 1, 2018 543,495 $ 16.15 Granted 328,418 $ 22.52 Vested (28,450 ) $ 16.30 Forfeited (30,941 ) $ 16.83 Outstanding at March 31, 2018 812,522 $ 18.82 (1) Includes 42,058 DSUs relating to our Series C common stock issued to our non-employee directors. These DSUs are vested, but the underlying shares of Series C common stock will not be issued until they are delivered pursuant to the Deferred Compensation Plan. As of March 31, 2018 , unrecognized compensation cost attributable to RSUs relating to shares of our Series C common stock was approximately $8.3 million and is expected to be recognized over a weighted average remaining vesting period of approximately 3.4 years . RSU and RSA Activity Under the Transitional Plan (Series A and Series C) Share-based award activity for RSUs and RSAs relating to our Series A and Series C common stock issued under the Transitional Plan for the three months ended March 31, 2018 was not material. There is no unrecognized compensation cost related to these awards because they are held by employees of Qurate and any related compensation expense is incurred by Qurate. Options and RSA Activity Under the Transitional Plan (Series B) There was no share-based award activity for options to purchase or RSAs relating to our Series B common stock issued under the Transitional Plan for the three months ended March 31, 2018 . There is no unrecognized compensation cost related to these awards because they are held by an employee of Qurate, and any related compensation expense is incurred by Qurate. |