Stockholders’ Deficit

Authorized Stock

The Company is authorized to issue 1,020,000,000 shares, consisting of 1,000,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. Our board of directors is authorized, without stockholder approval, except as required by the listing standards of the New York Stock Exchange, to issue additional shares of our capital stock.

Common Stock

Dividend Rights—Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine.

Voting Rights—Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders.

Preemptive or Similar Rights—Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

Liquidation Distributions—If we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Preferred Stock

Our board of directors is authorized to issue preferred stock in one or more series, to establish the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors may also authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock.

Employee Stock Purchase Plan

Our ESPP allows eligible employee participants to purchase shares of our common stock at a discount through payroll deductions. The ESPP consists of offering periods that are approximately six months in length and employees may purchase shares in each period at 85% of the lower of our fair market value on the first trading day of each offering period or on the purchase date. The ESPP will continue until the earlier to occur of (i) the termination of the ESPP by our board of directors, or (ii) June 15, 2035. As of February 29, 2016, we had reserved 750,000 shares of our common stock for issuance under the ESPP and all such shares remain available for future issuance.

The following weighted-average input assumptions were used to estimate the fair value of ESPP grants:



	Year Ended February 29, 2016
Expected volatility	42		%
Expected term (in years)	0.50
Risk-free interest rate	0.27		%
Dividend yield	—
Estimated fair value of stock options granted during the year	$	5.37

Stock Option Plan and Restricted Stock Units

Our 2004 Stock Option Plan (the "2004 Plan") authorized the board of directors to grant incentive stock options and non-statutory stock options, as well as issue shares of restricted stock, to employees, directors and contractors. In 2012, our board of directors approved the termination of the 2004 Plan and the introduction of the 2012 Equity Incentive Plan (the "2012 Plan"), which provides for the grant of stock options, stock appreciation rights, restricted stock and restricted stock units ("RSUs") to employees, directors and contractors. Options granted are exercisable for periods not to exceed 10 years. Options and RSUs granted typically vest over four years contingent upon employment or service with us on the vesting date. The following table presents shares authorized and available for grant:



	Shares Available for Grant
Balance at February 28, 2015	5,768,991
Authorized	2,379,645
Granted	(2,465,037	)
Canceled/forfeited	677,078
Balance at February 29, 2016	6,360,677

The following weighted-average input assumptions were used to estimate the fair value of employee stock option grants:



	Year Ended February 28/29,
	2016			2015			2014
Expected volatility	43		%	45		%	46		%
Expected term (in years)	6.25			6.25			6.25
Risk-free interest rate	1.80		%	1.87		%	1.67		%
Dividend yield	—			—			—
Estimated fair value of stock options granted during the year	$	13.80		$	13.98		$	9.48

The following table summarizes stock option activity under our plans:



	Options Outstanding
	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
					(in years)	(in thousands)
Balance at February 28, 2015	4,051,904		$	17.98
Granted	757,285		$	31.21
Exercised	(382,529	)	$	12.67
Canceled/forfeited	(218,459	)	$	26.16
Balance at February 29, 2016	4,208,201		$	20.42
As of February 29, 2016:
Vested and exercisable	2,478,287		$	16.34	6.20	$	1,456,297
Vested and expected to vest	4,063,692		$	20.02	7.03	$	1,565,624

During fiscal 2016, 2015 and 2014, the total grant-date fair value of stock options vested was $10.5 million, $7.5 million and $6.0 million, respectively. During fiscal 2016, 2015 and 2014, the aggregate intrinsic value of stock option awards exercised, which is measured as the difference between the exercise price and the value of our common stock at the date of exercise, was $8.6 million, $33.1 million and $6.5 million, respectively.

As of February 29, 2016, there was $17.4 million of unrecognized compensation cost related to outstanding stock options, net of forecasted forfeitures, expected to be recognized over a weighted-average period of 2.50 years. To the extent the actual forfeiture rate is different from what we have estimated, stock-based compensation related to these options will be different from our expectations.

The following table summarizes RSU activity under our plan:



	Unvested Restricted Stock Units
	Number of Shares		Weighted- Average Grant Date Fair Value
Unvested at February 28, 2015	1,576,332		$	23.16
Granted	1,707,752		$	25.75
Vested	(637,157	)	$	19.60
Canceled/forfeited	(196,108	)	$	29.53
Unvested at February 29, 2016	2,450,819		$	25.38
Expected to vest after February 29, 2016	2,167,186		$	25.40

As of February 29, 2016, there was $45.8 million of unrecognized compensation cost related to unvested RSUs, net of forecasted forfeitures. This amount is expected to be recognized over a weighted-average period of 3.02 years. To the extent the actual forfeiture rate is different from what we have estimated, stock-based compensation related to these RSUs will be different from our expectations.

Total stock-based compensation expense has been classified as follows in the consolidated statements of operations (in thousands):



	Year Ended February 28//29,
	2016		2015		2014
Cost of revenue	$	1,062	$	389	$	201
Research and development	8,247		4,410		2,374
Sales and marketing	6,566		3,811		2,067
General and administrative	12,971		8,448		6,195
	$	28,846	$	17,058	$	10,837

Stock Repurchase Program

In September 2015, our board of directors authorized a stock repurchase program to repurchase shares of our common stock for an aggregate purchase price not to exceed $50.0 million through September 30, 2017. The stock repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. Stock will be purchased from time to time, in the open market or through private transactions, subject to market condition, in compliance with applicable state and federal securities laws. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions, the trading price of our common stock and the nature of other investment opportunities.

The following table summarizes our common stock repurchases for fiscal 2016 (in thousands, except per share data):



	Fiscal 2016
Total number of shares repurchased	1,503
Dollar amount of shares repurchased	$	19,216
Average price paid per share	$	12.79
Remaining amount authorized as of February 29, 2016	$	30,784

Change in Non-controlling Interest

During the fourth quarter of fiscal 2014, we obtained the remaining ownership interest in a subsidiary in which we had previously owned approximately 67%. As a result, the carrying amount of the non-controlling interest was adjusted and recognized in additional paid-in capital attributable to the Company. Prior to becoming wholly-owned, the non-controlling interest was reported in the consolidated balance sheet within stockholders’ deficit separately from the Company and its net income and loss were reported in the consolidated statement of operations, which included the amounts attributable to the Company and the non-controlling interest.