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Stockholders Equity and Stock-Based Compensation
 9 Months Ended
Sep. 30, 2012
STOCKHOLDERS' EQUITY AND STOCK BASED COMPENSATION [Abstract]  
Stockholders' Equity and Stock Based Compensation
8. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
Common Stock
The Board of Directors of the Company (the Board) has authorized three classes of common stock: Class A common stock, Class B common stock and common stock. No shares of common stock will be issued or outstanding until November 5, 2016, at which time all outstanding shares of Class A common stock and Class B common stock will automatically convert into shares of common stock. In addition, the Board authorized shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Board.
The Company's authorized common stock has a par value of $0.0001 per share, and consists of 2,000,000,000 shares designated as Class A common stock, 10,000,000 shares designated as Class B common stock and 2,010,000,000 shares designated as common stock. As of September 30, 2012, there were 652,501,880 shares of Class A common stock and 2,399,976 shares of Class B common stock outstanding.
Groupon, Inc. Stock Plans
The Groupon, Inc. Stock Plans (the "Plans") are administered by the Compensation Committee of the Board, which determines the number of awards to be issued, the corresponding vesting schedule and the exercise price for options. As of September 30, 2012, 30,857,092 shares were available for future issuance under the Plans.
The Company recognized stock-based compensation expense of $3.3 million and $22.6 million during the three months ended September 30, 2011 and 2012, respectively, and $60.9 million and $77.7 million during the nine months ended September 30, 2011 and 2012, respectively, related to stock awards issued under the Plans, acquisition-related awards and subsidiary awards. The Company also capitalized $3.2 million and $5.6 million of stock-based compensation during the three and nine months ended September 30, 2012, respectively, in connection with internally developed software. No amounts were capitalized during the three and nine months ended September 30, 2011.
As of September 30, 2012, a total of $251.9 million of unrecognized compensation costs related to unvested stock awards, unvested acquisition-related awards and unvested subsidiary awards are expected to be recognized over the remaining weighted average period of two years.
Stock Award Activity
The table below summarizes the stock option activity during the nine months ended September 30, 2012:
 
 
Options
 
Weighted- Average Exercise Price
 
Weighted- Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
(in thousands) (1)
Outstanding at December 31, 2011
 
17,870,713

 
$1.12
 
8.06
 
$
348,743

    Exercised
 
(8,334,131
)
 
$1.06
 
 
 
 
    Forfeited
 
(657,333
)
 
$2.34
 
 
 
 
    Expired
 
(14,293
)
 
$1.78
 
 
 
 
Outstanding at September 30, 2012
 
8,864,956

 
$1.07
 
7.25
 
$
32,752

 
 
 
 
 
 
 
 
 
Exercisable at September 30, 2012
 
4,982,867

 
$0.82
 
6.93
 
$
19,645

(1)
The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the exercise price exceeds the fair value) that would have been received by the option holders had all option holders exercised their options as of December 31, 2011 and September 30, 2012, respectively.
The table below summarizes the restricted stock unit activity during the nine months ended September 30, 2012:
 
 
Restricted Stock Units
 
Weighted- Average Grant Date Fair Value (per share)
Unvested at December 31, 2011
 
11,944,844

 
$
12.23

    Granted
 
22,759,517

 
$
9.83

    Vested
 
(3,225,241
)
 
$
10.63

    Forfeited
 
(2,385,596
)
 
$
15.36

Unvested at September 30, 2012
 
29,093,524

 
$
10.29