This column reflects the aggregate grant date fair value computed in accordance with ASC Topic 718 of the options to purchase
shares of our common stock granted to the named executive officers.
(p) «Option» means a stock option to purchase
shares of Common Stock granted to a Participant pursuant to Section 6.
Not exact matches
Bellicum expects to
grant the underwriters
of the offering a 30 - day option to purchase up to an additional 1,050,000
shares of its
common stock at the public offering price, less the underwriting discounts and commissions.
Pursuant to the offering, Centene
granted the underwriters an option to purchase from the Company up to an additional $ 260 million in
shares of common stock.
granted any options since August 2008, we performed a contemporaneous valuation
of our
common stock as
of December 24, 2008 and determined the fair value to be $ 2.32 per
share as
of such date.
During fiscal 2018, each non-employee director received a quarterly
grant of fully - vested
shares of our
common stock for service during the respective preceding quarter with a dollar value intended to approximate $ 125,000 based on the average recent trading price over a period
of time before the
grant date.
From January 1, 2008 through December 31, 2010, the Registrant
granted to its employees, consultants and other service providers options to purchase an aggregate
of 12,566,833
shares of common stock under the Registrant's Amended and Restated 2003 Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February
stock under the Registrant's Amended and Restated 2003
Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February
Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per
share, which includes options to purchase
shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February
stock that were repriced on a one - for - one basis to $ 2.32 per
share in February 2009.
Accordingly, our approximately 25,050,954 outstanding awards (not including awards under our employee
stock purchase plan) plus 25,865,562 Shares available for future grant under our equity plans (not including under our employee stock purchase plan) as of March 31, 2018 represented approximately 10.5 % of our Common Stock outstanding (commonly referred to as the «overhang&raq
stock purchase plan) plus 25,865,562
Shares available for future
grant under our equity plans (not including under our employee
stock purchase plan) as of March 31, 2018 represented approximately 10.5 % of our Common Stock outstanding (commonly referred to as the «overhang&raq
stock purchase plan) as
of March 31, 2018 represented approximately 10.5 %
of our
Common Stock outstanding (commonly referred to as the «overhang&raq
Stock outstanding (commonly referred to as the «overhang»).
5,800,200
shares of our Class B
common stock issuable upon the exercise
of options to purchase
shares of our Class B
common stock granted after June 30, 2015, with a weighted - average exercise price
of $ 15.23 per
share;
From January 1, 2008 through December 31, 2010, the Registrant
granted to certain executive officers, directors and other investors options and rights to purchase an aggregate
of 8,196,662
shares of common stock under the 2003 Plan at exercise prices ranging from $ 2.00 to $ 6.20 per
share, which includes options to purchase
shares of common stock that were repriced on a one - for - one basis to $ 2.32 per
share in February 2009.
In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board
granted to Mr. Musk a
stock option award to purchase 5,274,901
shares of Tesla's
common stock (the «2012 CEO Performance Award»), representing 5 %
of Tesla's total issued and outstanding
shares at the time
of grant.
The Compensation Committee believes that options to purchase
shares of our
common stock, with an exercise price equal to the market price
of our
common stock on the date
of grant, are inherently performance - based and are a very effective tool to motivate our executives to build stockholder value and reinforce our position as a growth company.
for serving as the lead independent director, (i) on the later
of June 12, 2012 or shortly following appointment as the lead independent director, and (ii) every three years thereafter, an automatic
grant of a
stock option to purchase 24,000
shares of our
common stock;
On July 9, 2015, Mr. Johnson was
granted an option to purchase 38,000
shares of our
common stock, which he early exercised for restricted
shares of our
common stock that were subject to the same vesting schedule as the option.
Subject to the provisions
of our 2015 Plan, the administrator will determine the other terms
of stock appreciation rights, including when such rights become exercisable and whether to pay any amount
of appreciation in cash,
shares of our Class A
common stock, or a combination thereof, except that the per
share exercise price for the
shares to be issued pursuant to the exercise
of a
stock appreciation right must be no less than 100 %
of the fair market value per
share on the date
of grant.
A limited number
of classes
of common shares are being used for equity issuances and
stock option
grants.
On June 9, 2011, Dr. Summers was
granted an option to purchase 1,288,000
shares of our
common stock, which he early exercised for restricted
shares of our
common stock that were subject to the same vesting schedule as the option.
2,816,100
shares of our Class A
common stock issuable upon the exercise
of options to purchase
shares of our Class A
common stock granted after September 30, 2015 under our 2015 Equity Incentive Plan, with an exercise price per
share equal to the public offering price set forth on the cover page
of the final prospectus for this offering;
The Committee may
grant dividend equivalents to any Participant based on the dividends declared on
shares of Common Stock that are subject to any Incentive Award during the period between the date the Incentive Award is
granted and the date the Incentive Award is exercised, vests, pays out, or expires.
The Company
granted non-employees options to purchase
shares of common stock totaling 271,668 and 100,000 for the years ended April 30, 2012 and 2013, 100,000 and 23,500 for the eight months ended December 31, 2012 (unaudited) and 2013, and 15,000 and 405,000 for the nine months ended September 30, 2013 and 2014 (unaudited), respectively.
(6) Regardless
of the terms
of any agreement evidencing an Incentive Award, the Committee shall have the right to substitute
stock appreciation rights for outstanding Options granted to any Participant, provided the substituted stock appreciation rights call for settlement by the issuance of shares of Common Stock, and the terms of the substituted stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
stock appreciation rights for outstanding Options
granted to any Participant, provided the substituted
stock appreciation rights call for settlement by the issuance of shares of Common Stock, and the terms of the substituted stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
stock appreciation rights call for settlement by the issuance
of shares of Common Stock, and the terms of the substituted stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
Stock, and the terms
of the substituted
stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
stock appreciation rights and economic benefit
of such substituted
stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
stock appreciation rights are at least equivalent to the terms and economic benefit
of the Options being replaced.
Stock options and stock appreciation rights with respect to no more than 8,000,000 shares of our common stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based aw
Stock options and
stock appreciation rights with respect to no more than 8,000,000 shares of our common stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based aw
stock appreciation rights with respect to no more than 8,000,000
shares of our
common stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based aw
stock may be
granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000
shares of stock or $ 5 million in the case of cash - based aw
stock or $ 5 million in the case
of cash - based awards.
in the case
of our directors, officers, and security holders, (i) the receipt by the locked - up party from us
of shares of Class A
common stock or Class B
common stock upon (A) the exercise or settlement
of stock options or RSUs
granted under a
stock incentive plan or other equity award plan described in this prospectus or (B) the exercise
of warrants outstanding and which are described in this prospectus, or (ii) the transfer
of shares of Class A
common stock, Class B
common stock, or any securities convertible into Class A
common stock or Class B
common stock upon a vesting or settlement event
of our securities or upon the exercise
of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount
of cash needed for the payment
of taxes, including estimated taxes, due as a result
of such vesting or exercise whether by means
of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender
of outstanding
stock options or warrants (or the Class A
common stock or Class B
common stock issuable upon the exercise thereof) to us and our cancellation
of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case
of (i), the
shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case
of (ii), any filings under Section 16 (a)
of the Exchange Act, or any other public filing or disclosure
of such transfer by or on behalf
of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer
of shares or securities was solely to us pursuant to the circumstances described in this bullet point;
The table above does not include (i) 5,952,917
shares of Class A
common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting
of (x) 2,689,486
shares of Class A
common stock issuable upon exercise
of options to purchase
shares of Class A
common stock granted on the date
of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional
shares of Class A
common stock reserved for future issuance and (ii) 24,269,792
shares of Class A
common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange
of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
the disposition
of shares of common stock to us, or the withholding
of shares of common stock by us, in a transaction exempt from Section 16 (b)
of the Exchange Act solely in connection with the payment
of taxes due with respect to the vesting or settlement
of RSUs
granted under our equity incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus, insofar as such RSU is outstanding as
of the date
of this prospectus; provided, that, if required, any public report or filing under Section 16
of the Exchange Act will clearly indicate in the footnotes thereto that such disposition to us or withholding by us
of shares or securities was solely to us pursuant to the circumstances described in this clause;
the sale
of shares of common stock in an underwritten public offering that occurs during the restricted period, including any concurrent exercise (including a net exercise or cashless exercise) or settlement
of outstanding equity awards
granted under our equity incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus in order to sell the
shares of common stock delivered upon such exercise or settlement in such underwritten public offering; provided that, if required, any public report or filing under Section 16
of the Exchange Act will clearly indicate in the footnotes thereto that such disposition to us or withholding by us
of shares or securities was solely to us pursuant to the circumstances described in this clause; or
5,897,398
shares of Class B
common stock reserved for future issuance under our 2007 Plan as
of March 31, 2015 (which reserve does not reflect the options to purchase
shares of Class B
common stock granted after March 31, 2015); and
Stock options granted under our stock option plan provide certain employee option holders the right to elect to exercise unvested options in exchange for shares of restricted common s
Stock options
granted under our
stock option plan provide certain employee option holders the right to elect to exercise unvested options in exchange for shares of restricted common s
stock option plan provide certain employee option holders the right to elect to exercise unvested options in exchange for
shares of restricted
common stockstock.
We, our officers and directors, and holders
of substantially all
of the outstanding
shares of our
common stock including the selling stockholders, have agreed with the underwriters, subject to certain exceptions, not to offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose
of any
shares of common stock, options or warrants to purchase
shares of common stock or securities convertible into, exchangeable for or that represent the right to receive
shares of common stock, whether now owned or hereafter acquired, during the period from the date
of this prospectus continuing through the date 180 days after the date
of this prospectus, except with the prior written consent
of each
of Goldman, Sachs & Co., Morgan Stanley & Co..
The number
of shares of our Class A
common stock outstanding after this offering as shown in the tables above is based on the number
of shares outstanding as
of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917
shares of Class A
common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting
of (i) 2,689,486
shares of Class A
common stock issuable upon the exercise
of options to purchase
shares of Class A
common stock granted on the date
of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation --
In connection with their election to our board
of directors, certain
of our non-employee directors were
granted options to purchase
shares of our
common stock as follows:
Subject to the provisions
of our 2016 Plan, the administrator determines the other terms and conditions
of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with
shares of our
common stock, or a combination thereof, except that the per
share exercise price for the
shares to be issued pursuant to the exercise
of a
stock appreciation right will be no less than 100 %
of the fair market value per
share on the date
of grant.
Stock appreciation rights provide for a payment, or payments, in cash or shares of our Class A common stock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of sh
Stock appreciation rights provide for a payment, or payments, in cash or
shares of our Class A
common stock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of sh
stock, to the holder based upon the difference between the fair market value
of our Class A
common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of sh
stock on the date
of exercise and the stated exercise price at
grant up to a maximum amount
of cash or number
of shares.
Given the absence
of a public trading market
of our
common stock, and in accordance with the American Institute
of Certified Public Accountants Accounting and Valuation Guide, Valuation
of Privately - Held Company Equity Securities Issued as Compensation, our board
of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate
of fair value
of our
common stock, including independent third - party valuations
of our
common stock; the prices at which we sold
shares of our convertible preferred
stock to outside investors in arms - length transactions; the rights, preferences, and privileges
of our convertible preferred
stock relative to those
of our
common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack
of marketability
of our
common stock; the hiring
of key personnel and the experience
of our management; the introduction
of new products; our stage
of development and material risks related to our business; the fact that the option
grants involve illiquid securities in a private company; the likelihood
of achieving a liquidity event, such as an initial public offering or a sale
of our company given the prevailing market conditions and the nature and history
of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic outlook.
The number
of shares of our Class A
common stock outstanding after this offering as shown in the tables above is based on the number
of shares outstanding as
of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes
shares of Class A
common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting
of (i)
shares of Class A
common stock issuable upon the exercise
of options to purchase
shares of Class A
common stock granted on the date
of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described
Each non-employee director who, as
of the date
of this offering, is serving on our board
of directors and is expected to continue his or her service following this offering will be
granted an option to purchase
shares of our Class A
common stock with a
grant date fair value
of $ 50,000 (or, if such director is unaffiliated with any significant stockholder
of the Company, $ 75,000) on the date the
shares subject to this offering are priced.
offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose
of any
shares of our
common stock, options or warrants to purchase
shares of our
common stock or securities convertible into, exchangeable for or that represent the right to receive
shares of our
common stock; or
The ESPP is implemented through a series
of offerings under which eligible employees are
granted purchase rights to purchase
shares of our
common stock on specified dates during such offerings.
On the date the
shares subject to this offering are priced, each non-employee director who, as
of the date
of this offering, is serving on our board
of directors and is expected to continue his or her service following this offering will be
granted (a) an option to purchase
shares of our Class A
common stock with a
grant date fair value
of $ 50,000 (or, if such director is unaffiliated with any significant stockholder
of the Company, $ 75,000) and (b) to the extent such director is (i) unaffiliated with any significant stockholder
of the Company and (ii) the chairman
of any committee
of our board
of directors, an additional option to purchase
shares of our Class A
common stock with a fair value
of $ 10,000 with respect to each such chairmanship.
Subject to the provisions
of our 2010 Plan, the administrator determines the terms
of stock appreciation rights, including when such rights vest and become exercisable and whether to settle such awards in cash or with
shares of our
common stock, or a combination thereof, except that the per
share exercise price for the
shares to be issued pursuant to the exercise
of a
stock appreciation right will be no less than 100 %
of the fair market value per
share on the date
of grant.
In recognition
of these achievements and to create incentives for future success, the Compensation Committee recommended, and the Board
of Directors approved a
grant to Mr. Musk
of 10,067,960 options to purchase
shares of our
common stock at an exercise price
of $ 2.21 per
share representing 4 %
of our fully - diluted
share base as
of December 4, 2009, with 1 / 4th
of the
shares subject to the option vesting immediately, and 1 / 48th
of the
shares subject to the option scheduled to vest each month thereafter over the next three years, assuming Mr. Musk's continued service to us through each vesting date.
LLC for a period
of 180 days after the date
of this prospectus, other than the
shares of our Class A
common stock to be sold hereunder and any
shares of our Class A
common stock issued upon the exercise
of options
granted under our equity incentive plans.
We intend to file one or more registration statements on Form S - 8 under the Securities Act to register all
shares of Class A
common stock (i) subject to outstanding
stock options
granted in connection with this offering, (ii) issued or issuable under our
stock plans and (iii) issued to the Former UAR Plan Participants.
5,897,398
shares of Class B
common stock reserved for future issuance under our Amended and Restated 2007 Stock Plan, as amended, or 2007 Plan, as of March 31, 2015 (which reserve does not reflect the options to purchase shares of Class B common stock granted after March 31, 2015)
stock reserved for future issuance under our Amended and Restated 2007
Stock Plan, as amended, or 2007 Plan, as of March 31, 2015 (which reserve does not reflect the options to purchase shares of Class B common stock granted after March 31, 2015)
Stock Plan, as amended, or 2007 Plan, as
of March 31, 2015 (which reserve does not reflect the options to purchase
shares of Class B
common stock granted after March 31, 2015)
stock granted after March 31, 2015); and
1,471,063
shares of our Class B
common stock issuable upon the exercise
of options to purchase
shares of our Class B
common stock granted after March 31, 2015, with a weighted - average exercise price
of $ 18.85 per
share;
Subject to the provisions
of our 2013 Plan, the administrator determines the other terms
of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with
shares of our
common stock, or a combination thereof, except that the per
share exercise price for the
shares to be issued pursuant to the exercise
of a
stock appreciation right will be no less than 100 %
of the fair market value per
share on the date
of grant.
Based on the valuation
of our
common stock completed in March 2012, the fair value
of RSUs and exercise price
of stock options
granted through October 12, 2012 was determined to be $ 14.42 per
share.
The following table shows the total number
of shares of the Company's
common stock that were subject to outstanding restricted
stock unit awards
granted under the 2003 Plan, that were subject to outstanding
stock options
granted under the 2003 Plan, and that were then available for new award
grants under the 2003 Plan as
of September 28, 2013 and as
of November 11, 2013.
As
of November 11, 2013, a total
of 20.873 million
shares of the Company's
common stock were subject to all outstanding awards granted under the Company's equity compensation plans (including the shares then subject to outstanding awards under the 2003 Plan and the Director Plan, as well as outstanding awards assumed by the Company in connection with acquisitions, but exclusive of shares that employees may purchase under the Employee Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock opt
stock were subject to all outstanding awards
granted under the Company's equity compensation plans (including the
shares then subject to outstanding awards under the 2003 Plan and the Director Plan, as well as outstanding awards assumed by the Company in connection with acquisitions, but exclusive
of shares that employees may purchase under the Employee
Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock opt
Stock Purchase Plan),
of which 17.265 million
shares were then subject to outstanding restricted
stock unit awards and 3.608 million shares were then subject to outstanding stock opt
stock unit awards and 3.608 million
shares were then subject to outstanding
stock opt
stock options.
On July 21, 2017, the board
of directors
of Croe, subject to the approval
of Croe stockholders, adopted the Croe, Inc. 2017 Equity Incentive Plan and authorized the reservation
of 5,000,000
shares of common stock for issuance pursuant to awards
granted thereunder.