UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: (a) Recent Sales of Unregistered Securities
−Removed: On May 31, 2024, we issued $500.0 million aggregate principal amount of 2.25% convertible senior notes due June 1, 2029 in a private placement to qualified institutional buyers, or the 2029 Notes, in a private offering pursuant to Rule 144A under the Securities Act.
−Removed: The offer and sale of the 2029 Notes to the initial purchasers for the 2029 Notes was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
−Removed: We relied on this exemption from registration based in part on representations made by the initial purchasers, including that such initial purchasers would only offer, sell or deliver the 2029 Notes to persons whom they reasonably believe to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act.
−Removed: For more information related to the 2029 Notes, see Note 12 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q as well as our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2024, which is incorporated by reference herein.
(c) Issuer Purchases of Equity Securities
8 unchanged sentences
The prohibition does not apply to trades made pursuant to a Rule 10b5-1 trading plan.
−Removed: The following table contains information relating to the repurchases of our common stock made by us and the approximate dollar value of shares that may yet be purchased under our stock repurchase program during the three months ended June 30, 2024:
−Removed: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as a Part of a Publicly Announced Program
−Removed: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
−Removed: April 1 to April 30, 2024 — $ — — $ 72,701,660
−Removed: May 1 to May 31, 2024 1,117,068 67.14 1,117,068 100,000,000
−Removed: June 1 to June 30, 2024 — — — 100,000,000
−Removed: Total 1,117,068 $ 67.14 1,117,068
+Added: No shares were repurchased under our stock repurchase program during the three months ended September 30, 2024.
We withhold shares of common stock in connection with the vesting of restricted stock unit awards issued to employees to satisfy applicable tax withholding requirements.
6 unchanged sentences
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.