Stockholders’ Equity

Class A and Class B Common Stock

The shares of Class A common stock are not convertible into any other series or class of our securities. Each share of Class B common stock, however, is freely convertible into one share of Class A common stock at the option of the holder of the Class B common stock. All shares of Class B common stock shall automatically convert to shares of Class A common stock (on a share-for-share basis, subject to adjustment) on the earliest record date for an annual meeting of our stockholders on which the number of shares of Class B common stock outstanding is less than 1% of the total number of shares of common stock outstanding. Shares of Class B common stock may not be transferred to third parties, except for transfers to certain family members and in other limited circumstances.

Holders of Class A common stock are entitled to one vote for each share held of record and holders of Class B common stock are entitled to ten votes for each share held of record. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to shareholders.

Repurchases of Class A Common Stock

Repurchases of our Class A Common Stock occurred under repurchase authorizations granted by our Board of Directors and related to shares withheld as part of the vesting of restricted stock units ("RSUs").

In August 2011, our Board of Directors authorized the repurchase of up to 2 million shares of our Class A common stock and, on July 20, 2012, our Board of Directors authorized the repurchase of 1 million additional shares of our Class A common stock. Effective February 29, 2016, our Board of Directors authorized the repurchase of up to $250 million of our Class A common stock. This authorization replaced the existing authorizations, increasing the total and establishing a maximum dollar rather than share amount.

Share repurchases under our authorizations were as follows:



	Repurchases Occurring in 2017			Cumulative Repurchases as of December 31, 2017
	Shares	Average Price		Shares	Average Price
2016 Share Repurchase Authorization	329,000	$	92.79	1,042,725	$	83.86

As of December 31, 2017, we had $162.6 million available for repurchases pursuant to our 2016 share repurchase authorization.

In addition, during 2017, we repurchased 32,457 shares at an average price of $99.40 per share, for a total of $3.2 million, related to tax withholdings associated with the vesting of RSUs. The repurchase of shares related to tax withholdings associated with stock awards does not reduce the number of shares available for repurchase as approved by our Board of Directors.

The following is a summary of our repurchases in the years ended December 31, 2017, 2016 and 2015:



Year Ended December 31,	2017		2016		2015
Shares repurchased pursuant to repurchase authorizations	329,000		1,312,848		228,737
Total purchase price (in thousands)	$	30,527	$	104,370	$	24,676
Average purchase price per share	$	92.79	$	79.50	$	107.88
Shares repurchased in association with tax withholdings on the vesting of RSUs	32,457		94,826		77,649

In December 2017, we entered into a structured repurchase agreement involving the use of capped call options for the purchase of our Class A common stock. We paid a fixed sum upon execution of the agreement in exchange for the right to receive either a pre-determined amount of cash or stock. Upon expiration of the agreement, if the closing market price of our common stock is above the pre-determined price, we will have our initial investment returned with a premium in either cash or shares (at our election). If the closing market price of our common stock is at or below the pre-determined price, we will receive the number of shares specified in the agreement. We paid net premiums of $33.4 million in December 2017 to enter this agreement, which was recorded as a reduction of additional paid-in capital and, as of December 31, 2017, the options were outstanding.

Dividends

We declared and paid dividends on our Class A and Class B Common Stock as follows:



Quarter declared	Dividend amount per Class A and Class B share		Total amount of dividends paid (in thousands)
2015
First quarter	$	0.16	$	4,216
Second quarter	0.20		5,266
Third quarter	0.20		5,257
Fourth quarter	0.20		5,246
2016
First quarter	$	0.20	$	5,151
Second quarter	0.25		6,373
Third quarter	0.25		6,299
Fourth quarter	0.25		6,308
2017
First quarter	$	0.25	$	6,292
Second quarter	0.27		6,760
Third quarter	0.27		6,751
Fourth quarter	0.27		6,741

Reclassification From Accumulated Other Comprehensive Loss

The reclassification from accumulated other comprehensive loss was as follows (in thousands):



Year Ended December 31,	2017		2016			2015			Affected Line Item in the Consolidated Statement of Operations
Loss on cash flow hedges	$	—	$	(219	)	$	(449	)	Floor plan interest expense
Income tax benefits	—		85			174			Income tax provision
Loss on cash flow hedges, net	$	—	$	(134	)	$	(275	)

See Note 11.