Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
On April 1, 2022, we granted an aggregate of 76,800 time-based restricted stock units to one of our executive officers and certain of our key employees pursuant to our 2015 Incentive Plan, representing the right to receive shares of our Class T common stock upon vesting. Such restricted stock units were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act and vest in three equal annual installments beginning on the first anniversary following the date of grant and ending on the third anniversary of the date of grant.
On June 15, 2022, we granted an aggregate of 54,900 shares of our restricted Class T common stock to our independent directors pursuant to our 2015 Incentive Plan as compensation for services in connection with their re-election as independent directors to our board at our annual meeting of stockholders. Such shares of restricted stock were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act and vest on June 15, 2023.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Our share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases will be made at the sole discretion of our board. Funds for the repurchase of shares of our common stock will come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to the AHR DRIP.
On October 4, 2021, our board approved our amended and restated share repurchase plan that included a change in the repurchase price with respect to repurchases resulting from the death or qualifying disability (as such term is defined in our share repurchase plan) of stockholders, to the most recently published estimated per share NAV. In addition, on October 4, 2021, our board authorized the partial reinstatement of our share repurchase plan with respect to requests to repurchase shares resulting from the death or qualifying disability of stockholders, effective with respect to qualifying repurchases for the fiscal quarter ending December 31, 2021. All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders were and shall be rejected.
During the three months ended June 30, 2022, we repurchased shares of our common stock as follows:
Period
Total Number of
Shares Purchased
Average Price
Paid per Share
Total Number of Shares
Purchased As Part of
Publicly Announced
Plan or Program Maximum Approximate
Dollar Value
of Shares that May
Yet Be Purchased
Under the
Plans or Programs
April 1, 2022 to April 30, 2022 699,460 $ 9.22 699,460 (1)
May 1, 2022 to May 31, 2022 — $ — — (1)
June 1, 2022 to June 30, 2022 — $ — — (1)
Total 699,460 $ 9.22 699,460
___________
(1) A description of the maximum number of shares that may be purchased under our share repurchase plan is included in Note 14, Equity — Share Repurchase Plan, to our accompanying condensed consolidated financial statements.
Item 3. Defaults Upon Senior Securities.
None.
63
Table of Contents
Item 4. Mine Safety Disclosures.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.