TripAdvisor 2013 Annual Report Download - page 100

forfeitures, as stock-based compensation expense over the vesting term on a straight-line basis, with the amount
of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the
award that is vested at that date.
The following table presents a summary of RSU activity on our common stock during the year ended
December 31, 2013:
RSUs
Outstanding
Weighted
Average
Grant-
Date Fair
Value Per Share
Aggregate
Intrinsic
Value
(In thousands)
Unvested RSUs outstanding as of January 1,
2013 ................................. 446 $26.11
Granted ................................ 1,149 50.72
Vested and released (1) .................... 363 22.95
Cancelled ............................... 97 46.80
Unvested RSUs outstanding as of December 31,
2013 ................................. 1,135 $49.64 $94,125
(1) Inclusive of 133,449 RSUs withheld to satisfy employee minimum tax withholding requirements due to net
share settlement. Potential shares which had been convertible under RSUs that were withheld under net
share settlement remain in the authorized but unissued pool under the 2011 Incentive Plan and can be
reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to
net share settlements are reflected as a financing activity within the consolidated statements of cash flows.
Other Equity Activity
Upon Spin-Off, we entered into a warrant agreement (the “Warrant Agreement”) with Mellon Investor
Services LLC and issued warrants exercisable for TripAdvisor common stock in respect of previously
outstanding warrants exercisable for Expedia common stock that were adjusted on account of Expedia’s reverse
stock split and the Spin-Off. In total, at Spin-Off, the warrants could have been converted into a maximum of
8,046,698 shares of our common stock without any further adjustments to the Warrant Agreement and had an
expiration date of May 7, 2012.
One tranche of warrants (issued in respect of Expedia warrants that had featured an exercise price of
$12.23 per warrant prior to adjustment) were exercisable for 0.25 (one-quarter) of a share of TripAdvisor
common stock at an exercise price equal to $6.48 per warrant, and the other tranche of warrants (issued in respect
of Expedia warrants that had featured an exercise price of $14.45 per warrant prior to adjustment) were
exercisable for 0.25 (one-quarter) of a share of TripAdvisor common stock at an exercise price equal to $7.66 per
warrant. The exercise price could have been paid in cash or via “cashless exercise” as set forth in the Warrant
Agreement.
During the year ended December 31, 2012, and prior to the expiration date, there were a total of
32,186,791 warrants exercised which resulted in a total of 7,952,456 shares of our common stock being issued
during that period, which included 31,641,337 warrants for which the exercise price was paid in cash at a
weighted average price of $27.11. We received total exercise proceeds of $214.5 million related to these warrant
exercises, which is reflected as a financing activity within the consolidated statement of cash flows. In addition
there were 545,454 cashless warrants exercised with a weighted average exercise price of $25.92 of which we did
not receive any exercise proceeds. As a result, we currently have no outstanding warrants remaining which could
be convertible to shares of our common stock.
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