Equity-Based Compensation

Equity-based compensation awards may be granted to Actua employees, directors and consultants and certain employees of its consolidated businesses under Actua’s 2005 Omnibus Equity Compensation Plan (as amended from time to time, the “Plan”). Generally, the awards vest over a period from one to four years or based on the achievement of performance-based or market-based conditions, 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. As of June 30, 2016, Actua had 1,836,553 shares of Common Stock reserved under the Plan for possible future issuance.

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 ("Board") or the Compensation Committee of its Board. Equity-based compensation is included in operating expenses, primarily in the line item “General and administrative” in Actua’s Consolidated Statements of Operations.

The following table summarizes the equity-based compensation recognized by expense line item on Actua’s Consolidated Statements of Operations:



(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Cost of revenue	$	31	$	29	$	72	$	55
Sales and marketing	88		79		192		137
General and administrative	3,851		6,887		8,625		13,980
Research and development	112		126		236		171
Total equity-based compensation	$	4,082	$	7,121	$	9,125	$	14,343

Equity-based compensation by equity award type:



(in thousands, except weighted average years)	Three Months Ended June 30,				Six Months Ended June 30,				Weighted Average Years Remaining of Equity-Based Compensation as of
	2016		2015		2016		2015		June 30, 2016
Restricted stock	$	3,092	$	6,167	$	7,017	$	12,822	1.57
SARs	50		133		108		279		3.72
DSUs	94		19		193		36		1.95
	3,236		6,319		7,318		13,137
Equity-based compensation for consolidated businesses	846		802		1,807		1,206		2.84
Total equity-based compensation	$	4,082	$	7,121	$	9,125	$	14,343

Unrecognized equity-based compensation by equity award type:



(in thousands)	As of June 30,
	2016		2015
Restricted stock	$	16,096	$	33,180
SARs	137		253
DSUs	578		1,166
	16,811		34,599
Equity-based compensation for consolidated businesses	9,030		9,292
Total equity-based compensation	$	25,841	$	43,891

Restricted Stock

Actua periodically issues shares of restricted stock to its employees, employees of its consolidated businesses and its 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 six months ended June 30, 2016 and 2015 was as follows:



	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



	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2015	3,480,828		$	16.51
Granted	434,283		$	8.44
Vested	(657,317	)	$	18.75
Forfeited	(588,819	)	$	10.69
Issued and unvested as of March 31, 2016	2,668,975		$	15.93
Granted	112,397		$	9.33
Vested	(81,391	)	$	13.33
Forfeited	(7,500	)	$	8.44
Issued and unvested as of June 30, 2016	2,692,481		$	15.73

The total aggregate fair value of restricted stock awards that vested and were converted into Actua’s Common Stock during the three and six months ended June 30, 2016 and 2015 was as follows:



(in thousands)	2016		2015
Three Months Ended March 31,	$	5,243	$	10,839
Three Months Ended June 30,	776		875
Six Months Ended June 30,	$	6,019	$	11,714

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

As of June 30, 2016, issued and unvested shares of restricted stock granted to Actua’s employees and directors vest as follows:



Number of Shares Unvested			Vesting Conditions
1,355,700			Subject to certain market conditions, as discussed below
419,283			Subject to certain performance conditions, as discussed below
917,498			Subject to certain service conditions, as discussed below
2,692,481

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 June 30, 2016, 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 its President. The market-based conditions were not achieved and the relevant shares of restricted stock lapsed unvested in the first quarter of 2016.

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 volume-weighted average price per share (“VWAP”) of Actua’s Common Stock meeting or exceeding specified 45-trading day VWAP targets ($28.07, $30.16, $32.38 and $34.71) (the “2014 VWAP Targets”) on or before February 28, 2018, with 25% of the shares vesting upon achievement of each of the targets. In the event that any of the 2014 VWAP Targets are not achieved, the relevant shares of restricted stock will lapse unvested.

There are various other restricted stock awards that have been issued, the vesting of which are contingent upon the 45-trading date VWAP of Actua’s Common Stock meeting or exceeding the 2014 VWAP Targets on or before February 28, 2018, and such awards remain unvested as of June 30, 2016. These issuances total 90,800 shares awarded, of which 12,600 shares have been forfeited through the quarter ended June 30, 2016.

In aggregate, and inclusive of any amounts noted in the paragraphs of this subsection, compensation expense related to awards with market conditions was less than $0.1 million and $0.8 million for the three and six months ended June 30, 2016 and $2.6 million and $5.3 million for the equivalent periods of 2015, respectively. Unamortized compensation expense of less than $0.1 million will be amortized in the remaining six months of 2016.

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 closing 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 January 2014, 244,506 shares of restricted stock were granted to two Actua employees; the vesting of the shares was based on GovDelivery’s achievement of certain performance metrics in 2014 and 2015, with a maximum vesting of 100,247 shares for 2015 and a maximum vesting of 144,259 shares for 2016. To the extent the performance metrics were not met, the restricted shares lapsed unvested. Based on the achievement of GovDelivery’s 2014 performance metrics, 56,587 shares vested and 43,660 shares were forfeited during the first quarter of 2015. Based on the achievement of GovDelivery’s 2015 performance metrics, 81,322 shares vested and 62,937 shares were forfeited during the first quarter of 2016.

During March 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:


•	was greater than or equal to 100%, all of the employee’s 2014 Performance Shares would have vested; or


•	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, 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 March 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 the payout (expressed as a percentage) for an employee under the 2015 performance plan:


•	was greater than or equal to 150% of the target, all of the employee's Performance Plan Restricted Stock would have vested, and the remainder of the bonus, if any, would have been paid in cash; or

•

was greater than 0% but less than 150% of the target, a percentage of the employee's Performance Plan Restricted Stock equal to two-thirds of the payout percentage would have vested, the non-vesting shares of Performance Plan Restricted Stock would have been forfeited, and no amount would have been paid in cash. During the first quarter of 2016, 175,249 shares vested and 141,466 shares were forfeited related to the 2015 Performance Plan.

During February 2015, certain executives of Actua’s consolidated businesses were issued a total of 42,341 shares of restricted stock, the vesting of which was contingent upon the achievement of specified performance targets at those respective businesses. Based on the achievement of the applicable performance targets, 28,341 of these shares vested in the first quarter of 2016, and 14,000 of these shares were forfeited.

During March 2016, in lieu of any right to receive up to 100% of their respective target bonus amounts under the Actua 2016 Performance Plan (the “2016 Performance Plan”) in cash, senior Actua employees, including each of Actua’s executive officers, were issued a total of 419,283 shares of restricted stock (determined based on the value of 100% of their respective individual target bonuses under the 2016 Performance Plan and the closing price of Actua’s Common Stock of $8.44 per share on March 3, 2016, the date of the restricted stock grant) (such shares, the “2016 Performance Shares”). If and to the extent that an individual’s achievement percentage under the 2016 Performance Plan is:


•	greater than or equal to 100% of the target, all of that employee’s 2016 Performance Shares will vest; or


•	greater than 0% but less than 100%, a percentage of that employee’s 2016 Performance Shares will vest, and the remaining shares will lapse unvested, as determined by the Compensation Committee of Actua’s Board.

In aggregate, and inclusive of any amounts noted in the paragraphs of this subsection, compensation expense related to performance-based awards was $0.9 million and $1.9 million for the three and six months ended June 30, 2016 and $1.1 million and $2.8 million for the equivalent periods of 2015, respectively. Unamortized compensation expense of $1.8 million will be amortized in the six months remaining in 2016.

Restricted Stock – Awards with Service Conditions

Actua grants restricted stock awards to its employees, its 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 January 2014, 37,500 shares of restricted stock were granted to Actua’s directors in accordance with Actua’s Amended and Restated Non-Management Director Compensation Plan (the “Director Plan”). Accordingly, those shares vested in January 2015. See “Non-Management Director Equity-Based Compensation - The Director Plan” in this Note 9 for additional details regarding equity-based compensation awarded to Actua’s directors.

During February 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 in equal increments each year for four years on the anniversary of the grant date. Accordingly, 344,375 shares of restricted stock vested during February 2015 and 2016. The unamortized equity-based compensation as of June 30, 2016 related to those time-based awards was $11.7 million and will be recognized as follows: $3.5 million in the remaining six months of 2016, $7.0 million in 2017 and $1.2 million in 2018.

During March 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 three months ended March 31, 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 January 2015, 18,200 shares of restricted stock were granted to Actua’s non-management Board in accordance with Actua’s Second Amended and Restated Non-Management Director Compensation Plan, as such may be amended from time to time (the “Amended Director Plan”) that took effect January 1, 2015. Those awards vested in July 2015. See “Non-Management Director Equity-Based Compensation - The Amended Director Plan” in this Note 9 for additional details regarding equity-based compensation awarded to Actua’s directors.

During June 2015, 140,416 shares of restricted stock were granted to Actua's non-management directors in accordance with the Amended Director Plan. During the year ended December 31, 2015, 511 shares were vested and 514 shares were forfeited. 79,391 shares vested in June 2016; the remaining 60,000 shares vest in equal increments from September 2016 through June 2018. See “Non-Management Director Equity-Based Compensation - The Amended Director Plan” in this Note 9 for additional details regarding equity-based compensation awarded to Actua’s Board.

During June 2016, 72,397 shares of restricted stock with a grant date fair value of $9.02 were granted to Actua's non-management directors in accordance with the Amended Director Plan. These shares vest on the one year anniversary of the grant date. See “Non-Management Director Equity-Based Compensation - The Amended Director Plan” in this Note 9 for additional details regarding equity-based compensation awarded to Actua’s Board.

There are various other restricted stock awards that were issued in previous years, which vest according to specified service criteria, and remain unvested as of June 30, 2016. Those awards include 7,701 shares of restricted stock granted to Actua’s employees during 2012 that vest ratably each March and September through 2016. Additionally, 88,650 shares of restricted stock from multiple grants vest on the various anniversaries through 2020.

In aggregate, and inclusive of any amounts noted in the paragraphs of this subsection, compensation expense related to awards with service conditions was $2.2 million and $4.4 million for the three and six months ended June 30, 2016 and $2.4 million and $4.7 million for the equivalent periods of 2015, respectively. Unamortized compensation expense of $4.3 million will be amortized in the six months remaining in 2016.

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.

The activity with respect to SARs for the three and six months ended June 30, 2016 and 2015 was as follows:



	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

	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2015	479,656		$	10.64	$	5.80
Activity for the three months ended March 31, 2016	—		$	—	$	—
Outstanding as of March 31, 2016	479,656		$	10.64	$	5.80
Granted	25,000		$	9.04	$	4.80
Outstanding as of June 30, 2016	504,656		$	10.56	$	5.75


⁽¹⁾	The exercise of SARs listed above resulted in the issuance of zero and 1,869 shares of Actua’s Common Stock for the three and six month periods ended June 30, 2015, respectively.

The following table summarizes information about SARs outstanding as of June 30, 2016:



Grant price	Number of SARs outstanding	Number of SARs exercisable	Weighted average remaining contractual life of SARs outstanding (in years)	Aggregate intrinsic value of SARs outstanding as of June 30, 2016 (in thousands)
$6.70 - $8.76	68,264	68,264	2.68	$	73
$9.04 - $9.84	169,095	144,086	6.55	$	—
$11.69 - $17.31	267,297	265,441	4.61	$	—
	504,656	477,791		$	73

As of June 30, 2016 and 2015, there were 477,791 SARs and 490,722 SARs exercisable, respectively, at a weighted average base price of $10.61 per share and $10.73 per share, respectively, under the Plan. As of June 30, 2016, Actua expects an additional 26,865 SARs to vest in the future. The aggregate intrinsic value of the SARs outstanding as of June 30, 2016 and 2015 was $0.1 million and $2.0 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 six months ended June 30, 2016 and 2015. There were 250 stock options outstanding as of both June 30, 2016 and December 31, 2015; the aggregate intrinsic value of the stock options outstanding as of both June 30, 2016 and December 31, 2015 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 the 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. Actua 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 six months ended June 30, 2016 and 2015.



	Six Months Ended June 30,
	2016		2015
Expected volatility	56	%	56	%
Average expected life of SAR (in years)	6.13		6.13
Risk-free interest rate	1.28	%	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.

The following table summarizes the activity related to DSUs for the three-month and six-month periods ended June 30, 2016 and 2015:



	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2014	22,500		$	17.63
Vested	(22,500	)	$	17.63
Issued and unvested as of March 31, 2015	—		$	—
Granted	90,000		$	13.17
Issued and unvested as of June 30, 2015	90,000		$	13.17

	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2015	90,000		$	13.17
Activity for the three months ended March 31, 2016	—		$	—
Issued and unvested as of March 31, 2016	90,000		$	13.17
Vested	(30,000	)	$	13.17
Forfeited	(15,000	)	$	13.17
Issued and unvested as of June 30, 2016	45,000		$	13.17

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. All of those shares of restricted stock and DSUs vested during the year ended December 31, 2015.

In 2014, each non-management director was also entitled to receive quarterly cash payments for his service on the Board 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” in Actua’s Consolidated Statements of Operations for six months ended June 30, 2015 (but is not reflected in the summarized Equity-Based Compensation table above). During the six months ended June 30, 2015, non-management directors received DSUs representing 4,469 shares 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 (a) are made at the board meeting immediately following the annual meeting of stockholders, (b) are 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) are no longer subject to a director option to receive DSUs in lieu of the shares.

During January 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 June 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 vested in June 2016.

During June 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 vested in June 2016, 15,000 DSUs were forfeited, in connection with a director's retirement, and the remaining 60,000 shares of restricted stock and 45,000 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.



Consolidated business		Description of equity-based compensation award
GovDelivery - NuCivic acquisition ⁽¹⁾		Grant of $3.1 million in restricted stock
GovDelivery - Textizen acquisition ⁽¹⁾		Grant of $0.9 million in restricted stock
FolioDynamix ⁽²⁾		Grant of stock options with total fair value of $5.1 million

______________________________

⁽¹⁾ In conjunction with the NuCivic and Textizen acquisition transactions, GovDelivery granted $3.1 million and $0.9 million, respectively,

of restricted stock. 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.

⁽²⁾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% vested 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.

The following assumptions were used to determine the fair value of stock options granted by Actua's consolidated businesses to their employees during the six-month period ended June 30, 2016 and 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.



	Six Months Ended June 30, 2016	Six Months Ended June 30, 2015
Expected volatility	30% - 50%	35% - 45%
Average expected life of stock options (in years)	4.00 - 6.25	5.84 - 6.25
Risk-free interest rate	1.42% - 1.51%	1.42% - 1.61%
Dividend yield	—	—

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,