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STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | 9 Months Ended
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Sep. 30, 2021
Share-based Payment Arrangement [Abstract] |
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Common Stock Pursuant to our restated certificate of incorporation, as of September 30, 2021, the Board had the authority to issue up to a total of 100,500,000 shares of common stock. Each holder of common stock is entitled to one vote per share on any matter that is submitted to a vote of stockholders. In addition, holders of our common stock will vote as a single class of stock on any matter that is submitted to a vote of stockholders. Share Repurchase Program In May 2018, the Board authorized us to repurchase up to $300.0 million of our common stock under our share repurchase program. During the three and nine months ended September 30, 2021 and 2020, we did not purchase any shares under the program. As of September 30, 2021, up to $245.0 million of common stock remained available for purchase under our program. The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the Amended Credit Agreement, share price, available cash and other factors, and the share repurchase program may be terminated at any time. Groupon, Inc. Stock Plans The Groupon, Inc. Stock Plans (the "Plans") are administered by the Compensation Committee of the Board (the "Compensation Committee"). As of September 30, 2021, 2,852,119 shares of common stock were available for future issuance under the Plans. The stock-based compensation expense related to stock awards issued under the Plans are presented within the following line items of the condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2021 |  | 2020 |  | 2021 |  | 2020
Cost of revenue | $ | 137 |  |  | $ | 156 |  |  | $ | 498 |  |  | $ | 496 |
Marketing | 173 |  |  | 377 |  |  | 486 |  |  | 1,218 |
Selling, general and administrative | 7,894 |  |  | 7,846 |  |  | 24,137 |  |  | 29,223 |
Restructuring and related charges | — |  |  | 311 |  |  | — |  |  | 1,735 |
Total stock-based compensation expense | $ | 8,204 |  |  | $ | 8,690 |  |  | $ | 25,121 |  |  | $ | 32,672 |
We capitalized $0.9 million and $1.1 million of stock-based compensation for the three months ended September 30, 2021 and 2020, and $2.9 million and $3.4 million for the nine months ended September 30, 2021 and 2020 in connection with internally-developed software and cloud computing arrangements. Employee Stock Purchase Plan The Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended, ("ESPP") authorizes us to grant up to 1,000,000 shares of common stock under that plan as of September 30, 2021. For the nine months ended September 30, 2021 and 2020, 49,399 and 69,371 shares of common stock were issued under the ESPP. Restricted Stock Units The restricted stock units granted under the Plans generally have vesting periods between one and four years and are amortized on a straight-line basis over their requisite service period. The table below summarizes restricted stock unit activity under the Plans for the nine months ended September 30, 2021:
| Restricted Stock Units |  | Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2020 | 1,853,007 |  |  | $ | 31.91 |
Granted | 936,875 |  |  | 42.97 |
Vested | (1,002,467) |  |  | 29.34 |
Forfeited | (286,316) |  |  | 37.54 |
Unvested at September 30, 2021 | 1,501,099 |  |  | $ | 39.28 |
As of September 30, 2021, $41.9 million of unrecognized compensation costs related to unvested restricted stock units are expected to be recognized over a remaining weighted-average period of 0.98 years. Performance Share Units We grant performance share units under the Plans that vest in shares of our common stock upon the achievement of financial and operational targets specified in the respective award agreement ("Performance Share Units"). During the year ended December 31, 2019, we also granted performance share units subject to a market condition ("Market-based Performance Share Units"). Our Performance Share Units and Market-based Performance Share Units are subject to continued employment through the performance period dictated by the award and certification by the Compensation Committee that the specified performance conditions have been achieved. The table below summarizes Performance Share Unit activity under the Plans for the nine months ended September 30, 2021:
| Performance Share Units |  | Weighted-Average Grant Date Fair Value (per unit) |  | Market-based Performance Share Units |  | Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2020 | 124,709 |  |  | $ | 29.73 |  |  | 57,668 |  |  | $ | 60.60 |
Granted (1) | 41,729 |  |  | 15.44 |  |  | — |  |  | — |
Vested | (86,710) |  |  | 24.36 |  |  | — |  |  | — |
Forfeited | (768) |  |  | 69.00 |  |  | — |  |  | — |
Unvested at September 30, 2021 | 78,960 |  |  | 27.70 |  |  | 57,668 |  |  | 60.60 |
Maximum shares issuable upon vesting at September 30, 2021 | 78,960 |  |  |  |  | 57,668 |  |  |
(1)Performance Share Units granted during the nine months ended September 30, 2021 relate to the issuance of incremental shares upon the Compensation Committee's certification of the achievement of the 2020 performance metrics. As of September 30, 2021, $0.6 million of unrecognized compensation costs related to unvested Performance Share Units are expected to be recognized over a remaining weighted-average period of 1.05 years. We have recognized all compensation costs related to our unvested Market-Based Performance Share Units.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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