Share-Based Compensation

In anticipation of our IPO, the Company adopted the 2018 Omnibus Incentive Compensation Plan (the "2018 Plan") in April 2018. The Company reserved a total of 24,000,000 shares of Class A common stock for issuance pursuant to the 2018 Plan. The Company currently has three types of share-based compensation awards outstanding, namely, Class A common stock options, unvested Holdco Units and unvested Class A common stock awards.

Class A Common Stock Options

Class A common stock option ("Options") activity was as follows during the periods indicated:



	Six Months Ended June 30, 2018				Six Months Ended June 30, 2017
	Six Months Ended June 30, 2018				Six Months Ended June 30, 2017
	Number of Options		Weighted Average Exercise Price		Number of Options

Outstanding at beginning of period	9,821,884		$	2.65	10,006,890
Granted prior to Reorganization Transactions and IPO⁽¹⁾	340,000		14.95		315,000
Exercised prior to Reorganization Transactions and IPO⁽²⁾⁽³⁾	(270,000	)	3.19		(2,000	)
Forfeited prior to Reorganization Transactions and IPO	(260,000	)	6.41		(338,000	)
Effect of Reorganization Transactions and IPO	(186,772	)	7.56		N/A
Granted after the Reorganization Transactions and IPO⁽¹⁾	622,500		23.00		N/A
Exercised after Reorganization Transactions and IPO	—		N/A		N/A
Forfeited after Reorganization Transactions and IPO	(160,000	)	22.14		N/A
Outstanding at end of period⁽⁴⁾	9,907,612		$	3.83	9,981,890
Exercisable at end of period⁽⁴⁾	7,161,832		$	1.47	6,822,500


⁽¹⁾	Weighted average grant date fair value of Options granted during the six months ended June 30, 2018 and 2017 was $6.34 and $3.52, respectively.


⁽²⁾	The total intrinsic value of Options exercised, which is defined as the amount by which the market value of the stock on the date of exercise exceeds the exercise price, during the six months ended June 30, 2018 and 2017 was $1,190 and $8, respectively.


⁽³⁾	Employees paid $339 during the six months ended June 30, 2018 to the Company to exercise Options, which resulted in the issuance of 30,516 Holdco Units. Additionally, during the six months ended June 30, 2018, 210,000 Options were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 38,637 Holdco Units.


⁽⁴⁾	The aggregate intrinsic value and weighted average remaining contractual terms of Options outstanding and Options exercisable were as follows as of June 30, 2018:



	June 30, 2018

Aggregate intrinsic value (in millions)
Unit Options outstanding	$	60.3
Unit Options exercisable	$	45.9
Weighted average remaining term (in years)
Unit Options outstanding	5.51
Unit Options exercisable	4.63

Profits Interests

Profits interests activity was as follows during the periods indicated:



	Six Months Ended June 30, 2018				Six Months Ended June 30, 2017
	Six Months Ended June 30, 2018				Six Months Ended June 30, 2017
	Number of Profits Interests		Weighted Average Threshold Price		Number of Profits Interests

Outstanding at beginning of period	14,061,530		$	8.23	12,616,890
Granted prior to Reorganization Transactions and IPO⁽¹⁾	2,920,000		14.31		295,000
Forfeited prior to Reorganization Transactions and IPO	(800,000	)	9.32		(400,000	)
Redeemed prior to Reorganization Transactions and IPO	—		N/A		—
Effect of Reorganization Transactions and IPO	(16,181,530	)	9.27		N/A
Outstanding at end of period⁽²⁾	—		N/A		12,511,890

⁽¹⁾ Weighted average grant-date fair value of profits interests granted during the six months ended June 30, 2018 and 2017 was $4.47 and $2.89, respectively.

⁽²⁾ The total fair value based on grant-date fair value of profits interests that vested was $371 and $345 during the six months ended June 30, 2018 and 2017, respectively.

Unvested Holdco Units

As part of the Reorganization Transactions and the IPO, 15,241,530 profits interests in GS Holdings were converted into 2,941,139 and 3,172,843 vested and unvested Holdco Units, respectively, based on the prevailing profits interests thresholds and the IPO price of $23.00 per share. The converted Holdco Units remain subject to the same service vesting requirements of the original profits interests. Unvested Holdco Units activity was as follows during the periods indicated:



	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
	Holdco Units	Weighted Average Grant Date Fair Value		Holdco Units

Unvested at beginning of period	—	N/A		N/A
Effect of Reorganization Transactions and IPO	3,172,843	$	23.00	N/A
Granted	—	N/A		N/A
Forfeited	—	N/A		N/A
Vested	—	N/A		N/A
Unvested at June 30, 2018	3,172,843	$	23.00	N/A

Unvested Class A Common Stock Awards

As part of the Reorganization Transactions and the IPO, 940,000 profits interests in GS Holdings were converted into 127,327 and 255,904 vested and unvested Class A stock awards based on the prevailing profits interests thresholds and the IPO price of $23.00 per share. The converted unvested Class A common stock awards are subject to the same service vesting requirements of the original profits interests. Unvested Class A common stock award activity was as follows during the periods indicated:



	Six Months Ended June 30, 2018				Six Months Ended June 30, 2017
	Six Months Ended June 30, 2018				Six Months Ended June 30, 2017
	Class A common stock		Weighted Average Grant Date Fair Value		Class A common stock
Unvested at beginning of period	—		N/A		N/A
Effect of Reorganization Transactions and IPO	255,904		$	23.00	N/A
Granted	—		N/A		N/A
Forfeited	—		N/A		N/A
Vested⁽¹⁾	(6,696	)	23.00		N/A
Unvested at June 30, 2018	249,208		$	23.00	N/A


⁽¹⁾	The total fair value, based on grant-date fair value, of unvested Class A common stock awards that vested was $154 during the six months ended June 30, 2018.

We recorded share-based compensation expense of $2,851 and $1,574 for the six months ended June 30, 2018 and 2017, respectively, which is included within compensation and benefits expense in the Unaudited Consolidated Statements of Operations. At June 30, 2018, unrecognized compensation costs related to non-vested Options totaled $7.9 million, which will be recognized over a weighted average remaining requisite service period of 4.1 years. At June 30, 2018, unrecognized compensation costs related to unvested Holdco Unit awards totaled $17.7 million, which will be recognized over a weighted average remaining requisite service period of 4.0 years. At June 30, 2018, unrecognized compensation costs related to unvested Class A common stock totaled $1.5 million, which will be recognized over a weighted average remaining requisite service period of 4.3 years. Historical information prior to the Reorganization Transactions has been restated above to account for the 10 to 1 stock split that occurred immediately prior to the IPO in connection with the Reorganization Transactions.