Equity-Based Compensation

Equity-based compensation awards may be granted to Actua employees, directors and consultants under Actua’s 2005 Omnibus Equity Compensation Plan, as such has been amended from time to time (the “Plan”). Generally, the awards vest over a period from one to four years and expire eight to ten years after the grant date. Most businesses in which Actua holds equity ownership interests also maintain their own equity incentive compensation plans.

Actua may issue the following types of equity-based compensation to its employees and non-employee directors: (1) restricted stock and restricted stock units (often subject to performance-based or market-based conditions), (2) stock appreciation rights (SARs), (3) stock options, and (4) deferred stock units (DSUs). Actua’s grants of equity-based compensation are approved by its Board of Directors or the Compensation Committee of its Board of Directors. The following table summarizes the equity-based compensation recognized in the respective periods; that equity-based compensation is included in operating expenses, primarily in the line item “General and administrative” in Actua’s Consolidated Statements of Operations.

Equity-based compensation by expense line item on Actua’s Consolidated Statements of Operations (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Cost of revenue	$	48	$	16	$	103	$	55
Sales and marketing	173		35		310		118
General and administrative	6,270		6,270		20,250		16,706
Research and development	170		36		341		93
Total Equity-Based Compensation	$	6,661	$	6,357	$	21,004	$	16,972

Equity-based compensation by equity award type (in thousands, except weighted average years):



	Three Months Ended September 30,				Nine Months Ended September 30,				Unrecognized Equity-Based Compensation as of		Weighted Average Years Remaining of Equity-Based Compensation as of
	2015		2014		2015		2014		September 30, 2015		September 30, 2015
Restricted Stock	$	5,530	$	5,870	$	18,352	$	15,431	$	27,217	1.85
SARs	61		195		340		646		185		1.14
DSUs	99		99		135		347		1,166		2.95
	5,690		6,164		18,827		16,424		28,568
Equity-Based Compensation for Consolidated Businesses	971		193		2,177		548		8,658		3.21
Total Equity-Based Compensation	$	6,661	$	6,357	$	21,004	$	16,972	$	37,226

Restricted Stock

Actua periodically issues shares of restricted stock to its employees, employees of its consolidated businesses and non-management directors. Recipients of restricted stock do not pay cash consideration for the shares and have the right to vote all shares subject to the grant. Any cash dividends paid by Actua in respect of unvested restricted stock would be paid to the holders of outstanding restricted stock at the same time as cash dividends are paid to common stockholders. Any dividends paid by Actua in stock or other property in respect of unvested restricted stock would be paid to the holders of outstanding unvested restricted stock subject to the same terms and conditions related to vesting, forfeiture and non-transferability as the underlying stock.

Share activity with respect to restricted stock awards for the three and nine months ended September 30, 2015 and 2014 was as follows:



	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2013	1,185,071		$	9.52
Granted	3,095,948		$	17.21
Vested	(175,771	)	$	12.68
Forfeited	(366,666	)	$	9.96
Issued and unvested as of March 31, 2014	3,738,582		$	15.70
Granted	135,000		$	17.41
Vested	(61,647	)	$	10.52
Issued and unvested as of June 30, 2014	3,811,935		$	15.84
Granted	9,000		$	17.31
Vested	(8,326	)	$	9.25
Forfeited	(1,875	)	$	10.22
Issued and unvested as of September 30, 2014	3,810,734		$	15.86



	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2014	3,755,275		$	15.94
Granted	441,256		$	16.21
Vested	(644,247	)	$	19.70
Forfeited	(43,660	)	$	17.85
Issued and unvested as of March 31, 2015	3,508,624		$	15.75
Granted	140,416		$	13.17
Vested	(63,017	)	$	10.80
Issued and unvested as of June 30, 2015	3,586,023		$	15.74
Granted	—		$	—
Vested	(28,461	)	$	14.27
Forfeited	(26,125	)	$	16.58
Issued and unvested as of September 30, 2015	3,531,437		$	15.74

The following shares were surrendered by Actua's employees for satisfying withholding taxes:



	2014	2015
Three Months Ended March 31,	46,039	207,649
Three Months Ended June 30,	21,523	26,032
Three Months Ended September 30,	2,239	3,330
Nine Months Ended September 30:	69,801	237,011

As of September 30, 2015, issued and unvested shares of restricted stock granted to Actua’s employees and Board of Directors vest as follows:



Number of Shares Unvested			Vesting Conditions
1,702,366			Subject to certain market conditions, as discussed below
503,315			Subject to certain performance conditions, as discussed below
1,124,100			25% each year for four years on the anniversary of the grant date
45,834			November 2015
15,406			One-third in each of September 2015, March 2016 and September 2016
50,416			June 2016 (granted to Actua's Board of Directors, see subsection below)
90,000			One-third in June 2016, 8% quarterly thereafter (granted to Actua's Board of Directors, see subsection below)
3,531,437

Restricted Stock – Awards with Market Conditions

In recent years, Actua has issued restricted stock awards with market-based vesting conditions to its employees and certain employees of its consolidated businesses, the vesting of which is contingent upon specified price targets of Actua’s Common Stock. The equity-based compensation expense for awards with market-based vesting conditions is recorded based on the fair value of the awards, which is determined using a Monte Carlo simulation model at the time the award is granted. For the majority of the market-based awards that are outstanding as of September 30, 2015, the derived service period over which the expense is to be recognized is also determined by the Monte Carlo simulation model. In the event that the market-based conditions are not achieved and the related restricted stock awards are forfeited, equity-based compensation expense is not reversed; if an employee terminates service with Actua prior to completing the service period associated with the award, any compensation expense associated with the unvested award is reversed.

During 2011, a total of 366,666 shares of restricted stock with market-based conditions were granted to Actua’s Chief Executive Officer and Actua’s President. All of those shares will vest if the 30-day volume-weighted average price per share (“VWAP”) of Actua’s Common Stock price equals or exceeds $25.00 at any time prior to December 31, 2015. If Actua’s $25.00 VWAP target is not achieved, but Actua’s total stockholder return is in the top 40% of all NASDAQ Component members for the period beginning on the date of grant and ending on December 31, 2015, half of those shares will vest. In the event of a change of control (as defined by the Plan) before December 31, 2015, all of the shares contingent upon the achievement of the aforementioned stock price metrics would automatically vest, and any unrecognized equity-based compensation expense associated with those awards would be immediately recognized. In the event that one or both of the aforementioned stock price metrics are not achieved by December 31, 2015, the relevant shares of restricted stock will lapse unvested.

In February 2014, a total of 1,277,500 shares of restricted stock with market-based conditions were granted to certain of Actua’s employees, including Actua’s executive officers, and certain executives of Actua’s consolidated businesses (the “2014 Management Market-Based Awards”). The vesting of those shares is contingent upon the 45-trading day VWAP of Actua’s Common Stock meeting or exceeding specified 45-trading day VWAP targets ($28.07, $30.16, $32.38 and $34.71) on or before February 28, 2018, with 25% of the shares vesting upon achievement of each of the targets, provided that, if any of the VWAP targets is achieved prior to February 28, 2016, half of the applicable shares will vest on the date of achievement of the VWAP target, and the remaining half of the shares that would have vested upon achieving the VWAP target will instead vest on February 28, 2016. The unamortized equity-based compensation as of September 30, 2015 related to these market-based awards was $2.2 million and will be recognized as follows: $1.5 million in the remaining three months of 2015, and $0.7 million in 2016. To the extent the 2014 Management Market-Based Awards VWAP targets are achieved prior to Actua’s recognition of the full amount of related equity-based compensation costs, any related unamortized equity-based compensation expense would be immediately recognized, provided that the respective service conditions have been met. In the event that any of the VWAP targets are not achieved, the relevant shares of restricted stock will lapse unvested.

In April 2014, 50,800 shares of restricted stock were granted to Actua’s non-management employees (the “2014 Employee Market-Based Awards”). The vesting of those shares is contingent upon the 45-trading day VWAP of Actua’s Common Stock meeting or exceeding the same specified 45-trading day VWAP targets as the 2014 Management Market-Based Awards on or before February 28, 2018. During the three months ended September 30, 2015 12,000 were forfeited and 600 were forfeited during 2014.

During the nine months ended September 30, 2015, 20,000 shares of restricted stock were granted to an executive of one of Actua’s consolidated businesses. The vesting of those shares is contingent upon the 45-trading date VWAP of Actua’s Common Stock meeting or exceeding the same specified 45-day VWAP targets as the 2014 Management Market-Based Awards and the 2014 Employee Market-Based Awards on or before February 28, 2018.

Restricted Stock – Awards with Performance Conditions

Actua also grants restricted stock awards with performance-based vesting conditions to its employees and certain employees of its consolidated businesses, the vesting of which is contingent upon the achievement of specified financial goals. The equity-based compensation expense for awards with performance-based vesting conditions is recorded based on the fair value of the awards, determined by the ending price of Actua’s Common Stock on the date of grant. Actua assesses the probability of the achievement of any performance conditions and adjusts the related equity compensation expense accordingly. In the event that the performance-based conditions are not achieved and the related restricted stock awards are forfeited, equity-based compensation expense related to those awards is reversed.

During 2011, along with the 2011 Executive Market-Based Awards, a total of 366,666 shares of restricted stock were granted to Actua’s Chief Executive Officer and Actua’s President that would vest upon the achievement of specified financial targets (the “2011 Executive Performance-Based Awards”). During the three months ended March 31, 2014, in light of the sale of Procurian Inc. (“Procurian”) in 2013 and the resulting improbability of the achievement of the performance conditions that determined the vesting of the awards, both Actua’s Chief Executive Officer and Actua’s President elected to forfeit those shares of restricted stock. Actua reversed previously-recorded equity compensation cost related to those awards in the amount of $1.5 million during the year ended December 31, 2013, when those performance conditions became improbable of achievement.

During the nine months ended September 30, 2014, 244,506 shares of restricted stock were granted to two Actua employees based on performance metrics of GovDelivery for 2014 and 2015. Those awards vest to the extent the performance metrics are achieved in each year with a maximum vesting of 100,247 shares in the first quarter of 2015 and a maximum vesting of 144,259 shares in the first quarter of 2016. To the extent the performance metrics are not met, the restricted shares will lapse unvested. Based on the achievement of GovDelivery's 2014 performance metrics, 56,587 shares vested and 43,660 shares were forfeited during the nine months ended September 30, 2015.

During the nine months ended September 30, 2014, in lieu of the right to receive up to 100% of their respective target bonus amounts under the Actua 2014 Performance Plan (the “2014 Performance Plan”) in cash, senior Actua employees, including Actua’s executive officers, were issued a total of 158,942 shares of restricted stock (determined based on the value of 100% of their respective individual target bonuses under the 2014 Performance Plan and the closing price of Actua’s Common Stock of $20.33 per share on February 28, 2014, the date of the restricted stock grant) (such shares, the “2014 Performance Shares”). If and to the extent that an employee’s achievement percentage under the 2014 Performance Plan (1) was greater than or equal to 100%, all of the employee’s 2014 Performance Shares would have vested or (2) was greater than 0% but less than 100%, a portion of that employee’s 2014 Performance Shares would have vested, as determined by the Compensation Committee of Actua’s Board of Directors, based on the quantitative and qualitative goals under the 2014 Performance Plan. All of the 2014 Performance Shares vested during the first quarter of 2015.

During the nine months ended September 30, 2015, in lieu of any right to receive up to 150% of their respective target bonus amounts under the Actua 2015 Performance Plan (the “2015 Performance Plan”) in cash, senior Actua employees, including each of Actua’s executive officers, were issued a total of 316,715 shares of restricted stock (determined based on the value of 150% of their respective individual target bonuses under the 2015 Performance Plan and the closing price of Actua’s Common Stock of $16.76 per share on February 27, 2015, the date of the restricted stock grant) (such shares, the “2015 Performance Shares”). If and to the extent that an individual’s achievement percentage under the 2015 Performance Plan (1) is greater than or equal to 150%, all of that employee’s 2015 Performance Shares will vest or (2) is greater than 0% but less than 150%, a portion of that employee’s 2015 Performance Shares will vest, as determined by the Compensation Committee of Actua’s Board of Directors, based on Actua’s quantitative and qualitative goals under the 2015 Performance Plan. The Company expects 168,914 shares to vest in the first quarter of 2016 and the remaining shares would lapse unvested. Those goals include the achievement of a specified consolidated GAAP revenue goal, the achievement of a specified consolidated adjusted non-GAAP net income/loss goal, the achievement of a specified consolidated adjusted non-GAAP cash flow from operations goal, and the execution of qualitative goals, which consist of (1) allocation of capital and corporate development, (2) execution of strategic initiatives, (3) brand enhancement and (4) reaction to unforeseen market/business conditions.

During the nine months ended September 30, 2015, certain executives of Actua’s consolidated businesses were issued a total of 42,341 shares of restricted stock, the vesting of which is contingent upon the achievement of specified performance targets at those respective businesses. To the extent those performance targets are achieved, the shares will vest in the first quarter of 2016; in the event those performance targets are not achieved, the relevant shares will lapse unvested.

Restricted Stock – Awards with Service Conditions

Actua grants restricted stock awards to its employees, its Board of Directors and certain employees of its consolidated businesses that vest over a period of time of employee service. The equity-based compensation expense for those time-based awards is recorded based on the fair value of the awards, determined by the ending price of Actua’s Common Stock on the date of grant. In the event that an employee or board member terminates service with Actua (or its consolidated businesses) prior to the vesting of a time-based award, the related restricted stock awards are forfeited and equity-based compensation related to any forfeited award is reversed.

During the nine months ended September 30, 2014, 37,500 shares of restricted stock were granted to Actua’s Board of Directors in accordance with Actua’s Amended and Restated Non-Management Director Compensation Plan (the “Director Plan”). Those shares vested during the nine months ended September 30, 2015. See “Non-Management Director Equity-Based Compensation” in this Note 9 for additional details regarding equity-based compensation awarded to Actua’s Board of Directors.

During the nine months ended September 30, 2014, 1,377,500 shares of restricted stock were granted to certain of Actua’s employees, including Actua’s executive officers, and certain executives of Actua’s consolidated businesses. Those awards vest each year on the anniversary of the grant for four years. Accordingly, 344,375 shares of restricted stock vested during the nine months ended September 30, 2015. The unamortized equity-based compensation as of September 30, 2015 related to those time-based awards was $16.9 million and will be recognized as follows: $1.8 million in the remaining three months of 2015, $7.0 million in 2016, $7.0 million in 2017, and $1.2 million in 2018.

During the nine months ended September 30, 2014, 76,200 shares of restricted stock were granted to Actua’s non-management employees. Those awards vest in equal increments on February 28 of each year for four years. Of those shares, 18,825 vested during the nine months ended September 30, 2015. During the three months ended September 30, 2015 13,500 were forfeited and 900 were forfeited during 2014.

During the nine months ended September 30, 2015, 4,000 shares of restricted stock were granted to certain of Actua’s non-management employees. Those awards vest in equal increments each year for four years on the anniversary of the grant date.

During the nine months ended September 30, 2015, 20,000 shares of restricted stock were granted to an executive of one of Actua’s consolidated businesses; the shares vest in equal increments each year for four years on the anniversary of the grant date.

During the nine months ended September 30, 2015, 20,000 shares of Actua’s Common Stock were awarded to certain executives of Actua’s consolidated businesses; those shares were not subject to any vesting requirements. Actua recorded $0.3 million of expense during the nine months ended September 30, 2015 related to those awards; the expense is included in the line item “Restricted Stock” in the equity-based compensation by equity award type table above.

During the nine months ended September 30, 2015, 18,200 shares of restricted stock were granted to Actua’s non-management Board of Directors in accordance with Actua’s Second Amended and Restated Non-Management Director Compensation Plan (the “Amended Director Plan”) that took effect January 1, 2015. Those awards vested in July 2015. See “Non-Management Director Equity-Based Compensation” in this Note 9 for additional details regarding equity-based compensation awarded to Actua’s Board of Directors.

During the nine months ended September 30, 2015, 140,416 shares of restricted stock were granted to Actua's non-management Board of Directors in accordance with the Amended Director Plan. A portion of those (80,416) shares vest in June 2016; the remaining 60,000 shares vest in increments from September 2016 through June 2018. See “Non-Management Director Equity-Based Compensation” in this Note 9 for additional details regarding equity-based compensation awarded to Actua’s Board of Directors.

There are various other restricted stock awards that were issued in previous years, vest according to specified service criteria, and remain unvested as of September 30, 2015. Those awards include 45,834 shares of restricted stock granted to Actua’s Chief Executive Officer and Actua’s President during 2011 that vest in November 2015, and 15,406 shares of restricted stock granted to Actua’s employees during 2012 that vest each March and September from March 2013 to November 2016. The remaining 24,000 shares of restricted stock vest on the various anniversaries of the grants through 2018.

SARs

Each SAR represents the right of the holder to receive, upon exercise of that SAR, shares of Actua Common Stock equal to the amount by which the fair market value of a share of that Common Stock on the date of exercise of the SAR exceeds the base price of the SAR. The base price is determined by the NASDAQ closing price of Actua’s Common Stock on the date of grant (or the closing price on the next trading day if there are no trades in Actua’s Common Stock on the date of grant). The fair value of each SAR is estimated on the grant date using the Black-Scholes option-pricing model. SARs generally vest over four years, with 25% vesting on the first anniversary of the grant date, and the remaining 75% vesting ratably each month over the subsequent 36 months.

Activity with respect to SARs during the three and nine months ended September 30, 2015 and 2014 was as follows:



	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2013	1,232,808		$	8.86	$	4.99
Exercised (1)	(293,925	)	$	8.07	$	4.70
Outstanding as of March 31, 2014	938,883		$	9.10	$	5.07
Exercised (1)	(24,352	)	$	9.56	$	4.92
Outstanding as of June 30, 2014	914,531		$	9.09	$	5.06
Granted	500		$	17.31	$	9.48
Exercised (1)	(3,165	)	$	10.54	$	5.67
Forfeited	(5,001	)	$	10.16	$	5.44
Outstanding as of September 30, 2014	906,865		$	9.09	$	5.06

	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2014	548,482		$	10.62	$	5.79
Granted	1,500		$	16.69	$	8.99
Exercised (1)	(7,897	)	$	10.61	$	5.72
Outstanding as of March 31, 2015	542,085		$	10.64	$	5.80
Activity for the three months ended June 30, 2015	—		$	—	$	—
Outstanding as of June 30, 2015	542,085		$	10.64	$	5.80
Exercised (1)	(10,587	)	$	8.86	$	4.98
Forfeited	(1,407	)	$	9.25	$	4.90
Outstanding as of September 30, 2015	530,091		$	10.68	$	5.82


(1)	The exercise of SARs listed above resulted in the issuance of the following shares of Actua’s Common Stock:



	2014	2015
Three Months Ended March 31,	120,459	1,869
Three Months Ended June 30,	8,634	—
Three Months Ended September 30,	897	2,405
Nine Months Ended September 30:	129,990	4,274

The aggregate intrinsic value of the SARs outstanding as of September 30, 2015 and December 31, 2014 was $1.9 million and $4.3 million, respectively.

Stock Options

The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model. Stock options generally vest ratably over four years: 25% vest on the first anniversary of the grant date, and the remaining 75% vest ratably each month over the subsequent 36 months.

There was no activity with respect to stock options during the nine months ended September 30, 2015 and 2014. There were 250 stock options outstanding as of both September 30, 2015 and December 31, 2014; the aggregate intrinsic value of the stock options outstanding as of both September 30, 2015 and December 31, 2014 was de minimis.

SARs and Stock Options Fair Value Assumptions

Actua estimates the grant date fair value of SARs and stock options using the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions. Those assumptions include estimating the expected life of the award and estimating volatility of Actua’s stock price over the expected term. Expected volatility approximates the historical volatility of Actua’s Common Stock over the period, commensurate with the expected term of the award. Due to insufficient historical data, Actua used the simplified method to determine the expected life of all SARs and stock options granted under its equity incentive plan from the inception of the plan in 2005 through December 31, 2013. Actua also used the simplified method to calculate the expected term for the de minimis (500) SARs granted during 2014. Actua believes that it now has sufficient historical data to calculate an expected term for SARs and stock options granted in the future. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for an instrument with a maturity that is commensurate with the expected term of the award. Changes in the above assumptions, the estimated forfeitures and/or the requisite service period can materially affect the amount of equity-based compensation recognized in Actua’s Consolidated Statements of Operations.

The following assumptions were used to determine the fair value of SARs granted to employees by Actua during the nine-month period ended September 30, 2015:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2015		2014		2015
Expected volatility	56	%	—	%	56	%	56	%
Average expected life of SAR (in years)	6.25		—		6.25		6.13
Risk-free interest rate	2.12	%	—		2.12	%	1.51	%
Dividend yield	—		—		—		—

Non-Management Director Equity-Based Compensation

Actua periodically issues DSUs and/or shares of restricted stock to its non-management directors in accordance with the Director Plan and the Amended Director Plan. Each DSU represents a share of Common Stock into which that DSU will be converted upon the termination of the recipient’s service at Actua.

Non-Management Director Equity-Based Compensation – The Director Plan

The Director Plan was effective through December 31, 2014. Under the Director Plan, non-management directors were entitled to an annual grant for which each such director could elect to receive restricted stock or DSUs. During the three months ended March 31, 2014, 37,500 shares of restricted stock and 22,500 DSUs were granted to Actua’s non-management directors, both with a grant date fair value of $17.63, representing the directors’ annual award under the Director Plan. All of those shares of restricted stock and DSUs vested during the nine months ended September 30, 2015.

In 2014, each non-management director was also entitled to receive quarterly cash payments for his service on the Board of Directors and its committees, as applicable, under the Director Plan. Each director had the option to elect to receive DSUs in lieu of all or a portion of those cash fees. Each participating director received DSUs representing shares of Actua’s Common Stock with a fair market value equal to the relevant cash fees (with such fair market value determined by reference to the closing Common Stock price reported by NASDAQ on the date these cash fees otherwise would have been paid). DSUs received in lieu of cash fees were fully vested at the time they were granted and will be settled in shares of Actua’s Common Stock upon the termination of the recipient’s service at Actua. The expense for those DSUs was recorded when the fees to which the DSUs relate were earned and is included in the line item “General and administrative” on Actua’s Consolidated Statements of Operations for the three and nine months ended September 30, 2014 (but is not reflected in the summarized Equity-Based Compensation table above). During the nine months ended September 30, 2015, non-management directors received DSUs representing 4,469 shares of Actua's Common Stock in lieu of cash for services provided. During the three and nine months ended September 30, 2014, non-management directors received DSUs representing 3,815 shares and 13,483 shares, respectively, of Actua’s Common Stock in lieu of cash for services provided.

Non-Management Director Equity-Based Compensation – The Amended Director Plan

Pursuant to the Amended Director Plan, the compensation of Actua’s non-management directors was modified as follows for 2015: (1) the form of director retainer fee payments changed from quarterly cash payments to annual director restricted stock grants (with restricted stock with a six-month vesting period being granted in January 2015 and, thereafter, annual grants being made in connection with Actua’s annual meetings of stockholders) and (2) the number and frequency of non-management director service grant DSUs/shares of director restricted stock changed from 7,500 annually to 22,500 triennially (with 7,500 DSUs/shares of director restricted stock vesting on the one-year anniversary of the grant date, and the remaining 15,000 DSUs/shares of Director Restricted Stock vesting in equal quarterly installments over the following two years). The annual grants of shares of director restricted stock that replaced the quarterly cash retainer fees are (a) made at the board meeting immediately following the annual meeting of stockholders, (b) equal in value to the total amount of annual retainer fees that were previously payable for the year (based on the NASDAQ closing price of Actua’s Common Stock on the grant date), (c) vest on the one-year anniversary of the grant date and (d) no longer be subject to a director option to receive DSUs in lieu of the shares.

During the nine months ended September 30, 2015, 18,200 shares of restricted stock with a grant date fair value of $16.10 were granted to Actua’s non-management directors (as discussed previously in this Note 9) representing the director retainer fee for the first half of 2015; those awards vested in July 2015. During the nine months ended September 30, 2015, 50,416 shares of restricted stock with a grant date fair value of $13.17 were granted to Actua’s non-management directors (as discussed previously in this Note 9) representing the director retainer fee for the period from the June 12, 2015 grant date through June 12, 2016; those awards vest in June 2016.

Also during the nine months ended September 30, 2015, 90,000 shares of restricted stock and 90,000 DSUs (both with a grant date fair value of $13.17) were granted to Actua’s non-management directors representing the directors’ triennial service awards. As detailed above, 30,000 shares of restricted stock and 30,000 DSUs vest in June 2016, and the remaining 60,000 shares of restricted stock and 60,000 DSUs vest in equal quarterly installments beginning in September 2016 and ending in June 2018.

Consolidated Businesses

All of Actua’s consolidated businesses issue equity-based compensation awards to their employees. Those awards are most often in the form of stock options for the respective businesses’ stock that vest over four years. The fair value of the stock option awards is estimated on the grant date using the Black-Scholes option pricing model. The majority of the stock options vest 25% on the first anniversary of the grant date, and the remaining 75% vest ratably each month over the subsequent 36 months. The other awards generally vest ratably over four years, with 25% vesting on each anniversary date over that term.

In conjunction with the NuCivic and Textizen transactions, GovDelivery granted $3.1 million and $0.8 million, respectively, of restricted stock as partial consideration for the purchase. The expense associated with those awards is being recognized ratably over a four-year vesting period. That expense is included in the line item “Equity-Based Compensation for Consolidated Businesses” in the equity-based compensation by equity award type table above.

In conjunction with Actua’s acquisition of FolioDynamix, stock options with a total fair value of $5.1 million were granted to certain of FolioDynamix’s employees. The majority of those stock options vest as follows: 25% vest in November 2015, and the remaining 75% vest ratably each month through November 2018. The remaining stock options vest upon the achievement of certain performance or market conditions, as well as service conditions; to the extent that the performance or market conditions are not achieved, those stock options will lapse unvested. The expense associated with those awards is being recognized over the relative vesting periods. That expense is included in the line item “Equity-Based Compensation for Consolidated Businesses” in the equity-based compensation by equity award type table above.

The following assumptions were used to determine the fair value of stock options granted by Actua's consolidated businesses to their employees during the nine-month period ended September 30, 2015. Due to insufficient historical data, Actua's consolidated businesses used the simplified method to determine the expected life of all stock options granted under the respective equity incentive plans.



	Nine Months Ended September 30,
	2015
Expected volatility	35%-45%
Average expected life of SAR (in years)	5.84-6.25
Risk-free interest rate	1.42%-1.86%
Dividend yield	—