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COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY
 6 Months Ended
Jun. 30, 2022
Equity [Abstract]  
COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY
NOTE 10: COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY
Preferred Stock
As of June 30, 2022, no terms of the preferred stock have been designated, no shares of preferred stock were outstanding and we have no present plan to issue any shares of preferred stock.
Common Stock
We have three authorized classes of common stock: Class A, Class B, and Class C. Holders of our Class A common stock are entitled to one vote per share on all matters to be voted upon by our stockholders, holders of our Class B common stock are entitled to 10 votes per share on all matters to be voted upon by our stockholders and, except as otherwise required by applicable law, holders of our Class C common stock are not entitled to vote on any matter to be voted upon by our stockholders. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our Charter or applicable law.
The convertible notes issued in February 2021 (see Note 6 for further information) were converted into 137.3 million shares of Class A common stock at a conversion price of $26.60 per share upon completion of our IPO.
Warrants
As of June 30, 2022, warrants outstanding consisted of warrants to purchase 14.3 million shares of Class A common stock with a strike price of $26.60 per share for a maximum purchase amount of $380 million. The warrants expire on February 12, 2031 and can be exercised in cash or for net shares at the holder’s option. As of June 30, 2022, the warrants have not been exercised and are included as a component of additional paid in capital on the unaudited condensed consolidated balance sheets.
Equity Incentive Plans
Amended and Restated 2013 Stock Plan and 2020 Equity Incentive Plan
Our Amended and Restated 2013 Stock Plan, as amended (the “2013 Plan”), and our 2020 Equity Incentive Plan, as amended (the “2020 Plan”), provided for share-based awards to eligible participants, granted as incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), restricted stock units ("RSUs"), stock appreciation rights (“SARs”) or restricted stock awards (“RSAs”). Our 2013 Plan was terminated in connection with adoption of our 2020 Plan, and our 2020 Plan was terminated in connection with the adoption of our 2021 Plan (defined below) but any awards outstanding under our 2013 Plan and 2020 Plan remain in effect in accordance with their terms. Any shares that were or otherwise would become available for grant under the 2013 Plan or 2020 Plan will be available for grant under the 2021 Plan. No new awards may be granted under our 2013 Plan or 2020 Plan.
2021 Omnibus Incentive Plan
Our 2021 Omnibus Incentive Plan (the “2021 Plan”) became effective on July 27, 2021, and provides for the grant of share-based awards (such as options, including ISOs and NSOs, SARs, RSAs, RSUs, performance units, and other equity-based awards) and cash-based awards.
As of June 30, 2022, an aggregate of 360 million shares had been authorized for issuance under the 2013 Plan, 2020 Plan, and 2021 Plan, of which 84 million shares had been issued under the plans, 148 million shares were reserved for issuance upon the exercise or settlement of outstanding equity awards under the plans, and 128 million shares remained available for new grants under the 2021 Plan.
Stock Option Activity
A summary of stock option activity for the six months ended June 30, 2022 is as follows:
Number of SharesWeighted-Average Exercise PriceWeighted- Average Remaining Life
Total Intrinsic Value
(in millions)
Balance at December 31, 202114,527,468$2.20 5.37$226 
Granted during the period4,463,248 14.15 
Exercised during the period(1,986,252)2.07 
Cancelled and forfeited during the period(390,114)11.92 
Balance at June 30, 202216,614,350 $5.20 5.42$75 
Options vested and expected to vest at June 30, 202216,614,350$5.20 5.42$75 
Options exercisable at June 30, 202212,103,301$2.04 4.96$75 
Time-Based RSUs
We grant RSUs that vest upon the satisfaction of a time-based service condition (“Time-Based RSUs”). The following table summarizes the activity related to our Time-Based RSUs for the six months ended June 30, 2022:
Number of RSUsWeighted- average grant date fair value
Unvested at December 31, 202149,428,070 $31.78 
Granted44,896,905 12.44 
Vested(11,210,977)24.60 
Forfeited(10,650,056)27.28 
Unvested at June 30, 202272,463,942 $21.57 
Market-Based RSUs
In 2019 and 2021, we granted to our founders RSUs under which vesting is conditioned upon both the achievement of share price targets and the continued employment by each recipient over defined
service periods (“Market-Based RSUs”). The following table summarizes the activity related to our Market-Based RSUs for the six months ended June 30, 2022:
Eligible to Vest(1)
Not Eligible to Vest(2)
Total Number of RSUsWeighted- average grant date fair value
Unvested at December 31, 20211,267,918 57,650,926 58,918,844 $23.50 
Granted— — — — 
Vested(230,530)— (230,530)2.34 
Forfeited— — — — 
Unvested at June 30, 20221,037,388 57,650,926 58,688,314 $23.58 
________________
(1)Represents RSUs that became eligible to vest upon achievement of share price targets and vest upon satisfaction of time-based service requirements.
(2)Represents RSUs that have not yet become eligible to vest because share price targets have not yet been achieved.

Share-Based Compensation
The following table presents share-based compensation on our unaudited condensed consolidated statements of operations for the periods indicated:
Three Months Ended
June 30,		Six Months Ended
June 30,
(in millions)2021202220212022
Brokerage and transaction$— $1 $— $2 
Technology and development 1 59 2 141 
Operations — 1 — 5 
Marketing— (2)— 3 
General and administrative— 105 8 233 
Total$1 $164 $10 $384 
The following table presents share-based compensation by award type for the periods indicated:
Three Months Ended
June 30,		Six Months Ended
June 30,
(in millions)2021202220212022
Time-Based RSUs$— $78 $— $208 
Market-Based RSUs— 82 — 166 
Employee Share Purchase Plan (“ESPP”)— 3 — 7 
Options1 1 10 3 
Total$1 $164 $10 $384 
The April 2022 Restructuring resulted in a net reduction of $24 million in share-based compensation expense, which was recognized in the three and six months ended June 30, 2022 and is reflected in the tables above. The $24 million was substantially all related to Time-Based RSUs, and primarily included $16 million in technology and development expense and $6 million in general and administrative expense.
We capitalized share-based compensation expense related to internally developed software of $7 million and $17 million during the three and six months ended June 30, 2022. The corresponding amount during the three and six months ended June 30, 2021 was immaterial.
As of June 30, 2022, there was $1.8 billion of unrecognized share-based compensation expense that is expected to be recognized over a weighted-average period of 2.2 years. Scheduled vesting for awards outstanding as of June 30, 2022, is as follows:
(in millions, except for number of shares)
Number of Shares(1)
Expense
Remainder of 202213,419,964 $415 
202326,663,047 628 
202420,916,833 406 
202513,864,617 269 
20263,173,437 39 
Total78,037,898 $1,757 
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(1) Excludes future ESPP shares and Market-Based RSUs for which the share price target has not been met as we cannot forecast the vesting of these shares.

The above schedule describes awards actually outstanding on June 30, 2022, without any adjustments for potential subsequent forfeitures, which are recognized as they occur, or subsequent equity grants.