H. Stockholders’ Equity

Shares outstanding were 29.1 million, 29.0 million and 29.2 million on September 30, 2018, December 31, 2017 and September 30, 2017, respectively.

Dividends

	Record	Payment
	Date	Date	Amount

Three months ended March 31, 2018	March 13, 2018	March 27, 2018	$	0.02
Three months ended June 30, 2018	June 18, 2018	July 2, 2018		0.02
Three months ended September 30, 2018	September 10, 2018	September 25, 2018		0.02
Nine months ended September 30, 2018			$	0.06

Three months ended March 31, 2017	March 14, 2017	March 28, 2017	$	0.02
Three months ended June 30, 2017	June 27, 2017	July 11, 2017		0.02
Three months ended September 30, 2017	September 12, 2017	September 26, 2017		0.02
Nine months ended September 30, 2017			$	0.06

Voting Rights

The holders of Class A Stock and Class B Common stock (“Class B Stock”) have identical rights except that (i) holders of Class A Stock are entitled to one vote per share, while holders of Class B Stock are entitled to ten votes per share on all matters to be voted on by shareholders in general, and (ii) holders of Class A Stock are not eligible to vote on matters relating exclusively to Class B Stock and vice versa.

Stock Award and Incentive Plan

The Company maintains one Plan approved by the shareholders, which is designed to provide incentives which will attract and retain individuals key to the success of GBL through direct or indirect ownership of our common stock. Benefits under the Plan may be granted in any one or a combination of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents and other stock or cash based awards. A maximum of 7.5 million shares of Class A Stock have been reserved for issuance under the Plan by a committee of the Board of Directors responsible for administering the Plan (“Compensation Committee”). Under the Plan, the committee may grant RSAs and either incentive or nonqualified stock options with a term not to exceed ten years from the grant date and at an exercise price that the committee may determine.

As of December 31, 2017 and September 30, 2017, there were 19,400 RSA shares and 164,050 RSA shares outstanding, respectively, that were previously issued at an average weighted grant price of $65.67 and $66.84, respectively. These RSA grants occurred prior to the spin-off of Associated Capital (“AC”). All of these RSAs vested prior to March 31, 2018. On April 4, 2018, 270,500 RSAs were issued at a grant price of $24.77. On August 7, 2018, 162,450 RSAs were issued at a grant price of $25.16. On September 17, 2018, 5,000 RSAs were issued at a grant price of $25.74. As of September 30, 2018, there were 434,750 of these RSA shares outstanding with a weighted average grant price of $24.93. All grants of the RSA shares were recommended by the Company's Chairman, who did not receive a RSA, and approved by the Compensation Committee. This expense, net of estimated forfeitures, is recognized over the vesting period for these awards which is either (1) 30% over three years from the date of grant and 70% over five years from the date of grant or (2) 30% over three years from the date of grant and 10% each year over years four through ten from the date of grant. During the vesting period, dividends to RSA holders are held for them until the RSA vesting dates and are forfeited if the grantee is no longer employed by the Company on the vesting dates. Dividends declared on these RSAs, less estimated forfeitures, are charged to retained earnings (deficit) on the declaration date.

On January 5, 2018, the Compensation Committee of GBL accelerated the vesting relating to the remaining 19,400 RSAs outstanding. As a result, GBL recorded an incremental $0.2 million of stock-based compensation expense during the first nine months of 2018.

ASU 2016-09, which was issued in March 2016 and became effective for interim and annual reporting periods beginning after December 15, 2016, simplifies several aspects of accounting for employee share-based payment transactions. Upon adoption of ASU 2016-09 on January 1, 2017, the Company elected not to change its accounting policy on forfeitures and continue to estimate forfeitures rather than accounting for forfeitures as they occur, an alternative allowed under ASU 2016-09. The Company’s accounting treatment for excess tax benefits or tax deficiencies also changed with the adoption of ASU 2016-09 on January 1, 2017. Excess tax benefits or tax deficiencies are now required to be recorded within the income tax expense line in the consolidated statement of income rather than to additional paid-in capital within the condensed consolidated statement of financial condition. During the nine months ended September 30, 2018, the Company reduced previously recorded tax benefits relating to RSA expense by $0.1 million on RSAs that vested. There were no RSAs that vested for the three months ended September 30, 2018.

On June 1, 2017, the Compensation Committee of AC accelerated the vesting of all 420,240 AC RSAs outstanding effective June 15, 2017. As a result, GBL recorded an incremental $3.7 million of stock-based compensation for the nine months ended September 30, 2017. This amount related to GBL teammates who held AC RSAs.

For the three months ended September 30, 2018 and September 30, 2017, we recognized stock-based compensation expense of $0.5 million and $2.1 million, respectively. For the nine months ended September 30, 2018 and September 30, 2017, we recognized stock-based compensation expense of $1.0 million and $7.2 million, respectively. The 2017 nine month amounts include the $3.7 million related to the AC RSAs’ accelerated vesting mentioned above.

Actual and projected stock-based compensation expense for RSA shares for the years ended December 31, 2017 through December 31, 2023 is as follows (in thousands):

		2017		2018		2019		2020		2021		2022		2023
	Q1	$	699	$	187	$	572	$	572	$	572	$	329	$	329
	Q2		4,381		351		572		572		423		329		128
	Q3		2,103		496		572		572		361		329		43
	Q4		1,488		572		572		572		329		329		-
Full Year		$	8,671	$	1,606	$	2,288	$	2,288	$	1,685	$	1,316	$	500

The total compensation costs related to non-vested RSAs not yet recognized is approximately $8.6 million as of September 30, 2018.

Stock Repurchase Program

In March 1999, GAMCO’s Board of Directors established the Stock Repurchase Program to grant management the authority to repurchase shares of our Class A Common Stock. For the three and nine months ended September 30, 2018, the Company repurchased 86,333 shares and 342,856 shares, respectively, at an average price per share of $25.99 and $26.52, respectively. From the inception of the program through the November 30, 2015 spin-off of AC, 9,539,253 shares were repurchased. From the spin-off date through September 30, 2018, 1,189,469 shares have been repurchased at an average price of $29.10 per share. At September 30, 2018, the total shares available under the program to be repurchased in the future were 941,949.

Shelf Registration

On April 23, 2018, the Securities and Exchange Commission (“SEC”) declared effective the “shelf” registration statement filed by the Company. The “shelf” provides the Company with the flexibility of issuing any combination of senior and subordinated debt securities, convertible securities and common and preferred securities up to a total amount of $500 million. As of September 30, 2018, $500 million is available on the shelf.