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Recent Sales of Unregistered Equity Securities
−Removed: As previously disclosed in our Current Report on Form 8-K filed with the SEC on January 7, 2020, we issued shares of Common Stock as consideration in the Defenders Acquisition in reliance on the exemption provided by Section 4(a)(2) of the Securities Act.
−Removed: In addition, as previously disclosed in our Current Report on Form 8-K filed with the SEC on September 17, 2020, we issued and sold 54,744,525 shares of Class B Common Stock for an aggregate purchase price of $450 million to Google in a private placement in reliance on the exemption provided by Section 4(a)(2) of the Securities Act.
−Removed: The proceeds received will be used to reduce debt and fund growth over time.
+Added: There were no sales of unregistered equity securities during the three months ended March 31, 2021.
Use of Proceeds from Registered Equity Securities
−Removed: We did not receive any proceeds from sales of registered equity securities during the nine months ended September 30, 2020.
+Added: We did not receive any proceeds from sales of registered equity securities during the three months ended March 31, 2021.
Issuer Purchases of Equity Securities
−Removed: On February 27, 2019, we approved the Share Repurchase Program, which permits us to repurchase up to $150 million of our shares of Common Stock through February 27, 2021.
−Removed: We announced the Share Repurchase Program on March 11, 2019.
−Removed: On March 23, 2020, we approved an increase of $75 million, inclusive of the amount then remaining under the Share Repurchase Program, in the authorized repurchase amount and an extension of the Share Repurchase Program through March 23, 2021.
−Removed: We may effect these repurchases pursuant to one or more trading plans to be adopted in accordance with Rule 10b5-1 (each, a “10b5-1 plan”) under the Exchange Act, in privately negotiated transactions, in open market transactions, or pursuant to an accelerated share repurchase program.
−Removed: We intend to conduct the Share Repurchase Program in accordance with Rule 10b-18 under the Exchange Act.
−Removed: We are not obligated to repurchase any of our shares of Common Stock and the timing and amount of any repurchases will depend on legal requirements, market conditions, stock price, alternative uses of capital, and other factors.
−Removed: During the three months ended September 30, 2020, there were no repurchases of any shares of our Common Stock under the Repurchase Program and as of September 30, 2020, we had approximately $75 million remaining in the Repurchase Program.
+Added: On February 27, 2019, we approved the Share Repurchase Program, which authorized us to repurchase shares of our Common Stock (up to a certain amount).
+Added: The Share Repurchase Program terminated in accordance with its terms on March 23, 2021.
+Added: There were no repurchases of any shares of our Common Stock under the Share Repurchase Program during the three months ended March 31, 2021.
DEFAULTS UPON SENIOR SECURITIES.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.