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Equity Plans and Stock-Based Compensation
3 Months Ended
Mar. 31, 2019
Share Based Compensation [Abstract]  
Equity Plans and Stock-Based Compensation

12. Equity Plans and Stock-Based Compensation

Our 2018 Equity Incentive Plan (the “2018 EIP”) is intended to be the successor to and continuation of the Dynavax Technologies Corporation 2011 Equity Incentive Plan (the “2011 EIP”). The aggregate number of shares of our common stock that may be issued under the 2018 EIP (subject to adjustment for certain changes in capitalization) is comprised of the sum of (i) 5,000,000 newly reserved shares of common stock, (ii) 140,250 unallocated shares of common stock remaining available for grant under the 2011 EIP as of May 31, 2018, and (iii) 7,477,619  shares subject to outstanding stock awards granted under the 2011 EIP and the Dynavax Technologies Corporation 2017 Inducement Award Plan that may become available from time to time as set forth in the 2018 EIP. The 2018 EIP provides for the issuance of up to 12,617,869 shares of our common stock to our employees and directors.

Option activity under our stock-based compensation plans during the three months ended March 31, 2019 was as follows (in thousands except per share amounts):

 

 

 

Shares Underlying

Outstanding Options

(in thousands)

 

 

Weighted-Average

Exercise

Price Per Share

 

 

Weighted-Average

Remaining

Contractual Term

(years)

 

 

Aggregate Intrinsic

Value

(in thousands)

 

Balance at December 31, 2018

 

 

5,750

 

 

$

18.20

 

 

 

 

 

 

 

 

 

Options granted

 

 

1,121

 

 

 

10.32

 

 

 

 

 

 

 

 

 

Options exercised

 

 

(7

)

 

 

5.53

 

 

 

 

 

 

 

 

 

Options cancelled:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options forfeited (unvested)

 

 

(73

)

 

 

15.61

 

 

 

 

 

 

 

 

 

Options expired (vested)

 

 

(19

)

 

 

23.23

 

 

 

 

 

 

 

 

 

Balance at March 31, 2019

 

 

6,772

 

 

$

16.92

 

 

 

5.50

 

 

$

230

 

Vested and expected to vest at

  March 31, 2019

 

 

6,500

 

 

$

17.08

 

 

 

5.46

 

 

$

229

 

Exercisable at March 31, 2019

 

 

3,673

 

 

$

19.30

 

 

 

4.83

 

 

$

186

 

Restricted stock unit activity under our stock-based compensation plans during the three months ended March 31, 2019 was as follows (in thousands except per share amounts):

 

 

Number of Shares

(In thousands)

 

 

Weighted-Average

Grant-Date Fair Value Per Share

 

Non-vested as of December 31, 2018

 

1,594

 

 

$

8.82

 

Granted

 

1,355

 

 

 

10.47

 

Vested

 

(738

)

 

 

6.89

 

Forfeited

 

(37

)

 

 

13.10

 

Non-vested as of March 31, 2019

 

2,174

 

 

$

10.43

 

 

The aggregate intrinsic value of the restricted stock units outstanding as of March 31, 2019, based on our stock price on that date was $15.9 million. Fair value of restricted stock units is determined at the date of grant using our closing stock price.

As of March 31, 2019, approximately 151,000 shares underlying stock options and approximately 176,000 restricted stock unit awards with performance-based vesting criteria were outstanding. We recognized stock-based compensation expense for awards with performance-based vesting criteria of $0.2 million for each of the three months ended March 31, 2019 and 2018.

 

Under our stock-based compensation plans, option awards generally vest over a three or four-year period contingent upon continuous service, and expire seven to ten years from the date of grant (or earlier upon termination of continuous service). The fair value-based measurement of each option is estimated on the date of grant using the Black-Scholes option valuation model.

The fair value-based measurements and weighted-average assumptions used in the calculations of these measurements are as follows:

 

 

 

 

 

 

Stock Options

 

 

Employee Stock Purchase Plan

 

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

March 31,

 

 

 

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Weighted-average fair value per share

 

 

 

 

$

6.85

 

 

$

10.84

 

 

$

5.19

 

 

$

10.39

 

Risk-free interest rate

 

 

 

 

 

2.5

%

 

 

2.6

%

 

 

2.5

%

 

 

2.1

%

Expected life (in years)

 

 

 

 

 

4.5

 

 

 

4.5

 

 

 

1.2

 

 

 

1.3

 

Volatility

 

 

 

 

 

0.9

 

 

 

0.8

 

 

 

0.8

 

 

 

1.1

 

 

Compensation expense is based on awards ultimately expected to vest and reflects estimated forfeitures. The components of stock-based compensation expense were (in thousands):

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

2019

 

 

2018

 

Research and development

 

 

 

 

$

2,180

 

 

$

2,187

 

Selling, general and administrative

 

 

 

 

 

3,080

 

 

 

2,589

 

Cost of sales - product

 

 

 

 

 

572

 

 

 

23

 

Inventory

 

 

 

 

 

338

 

 

 

-

 

Total

 

 

 

 

$

6,170

 

 

$

4,799

 

 

As of March 31, 2019, the total unrecognized compensation cost related to non-vested equity awards including all awards with time-based vesting amounted to $38.0 million, which is expected to be recognized over the remaining weighted-average vesting period of 2 years. Additionally, as of March 31, 2019, the total unrecognized compensation cost related to equity awards with performance-based vesting criteria amounted to $1.6 million.

Employee Stock Purchase Plan

The Amended and Restated 2014 Employee Stock Purchase Plan (the “Purchase Plan”) provides for the purchase of common stock by eligible employees and became effective on May 28, 2014. On May 31, 2018, our stockholders approved an amendment to the Purchase Plan to increase the aggregate number of shares of common stock authorized for issuance by 600,000 shares. The purchase price per share is the lesser of (i) 85% of the fair market value of the common stock on the commencement of the offer period (generally, the sixteenth day in February or August) or (ii) 85% of the fair market value of the common stock on the exercise date, which is the last day of a purchase period (generally, the fifteenth day in February or August). For the three months ended March 31, 2019, employees have acquired 74,562 shares of our common stock under the Purchase Plan and 498,472 shares of our common stock remained available for future purchases under the Purchase Plan.