Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of equity securities during the first quarter of Fiscal 2020 that were not registered under the Securities Act of 1933, as amended.
−Removed: The following table provides information regarding the purchase of shares of Common Stock of A&F made by or on behalf of A&F or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during each fiscal month of the thirteen weeks ended May 2, 2020 :
+Added: There were no sales of equity securities during the second quarter of Fiscal 2020 that were not registered under the Securities Act of 1933, as amended.
+Added: The following table provides information regarding the purchase of shares of Common Stock of A&F made by or on behalf of A&F or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during each fiscal month of the thirteen weeks ended August 1, 2020 :
Period (fiscal month)
3 unchanged sentences
Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (3)
−Removed: February 2, 2020 through February 29, 2020
−Removed: March 1, 2020 through April 4, 2020
−Removed: April 5, 2020 through May 2, 2020
−Removed: An aggregate of 574,141 shares of A&F’s Common Stock purchased during the thirteen weeks ended May 2, 2020 were withheld for tax payments due upon the vesting of employee restricted stock units.
−Removed: Amounts represent shares of A&F’s Common Stock repurchased during the thirteen weeks ended May 2, 2020 prior to the temporary suspension of the Company’s share repurchase program, pursuant to A&F’s publicly announced stock repurchase authorization.
+Added: May 3, 2020 through May 30, 2020
+Added: May 31, 2020 through July 4, 2020
+Added: July 5, 2020 through August 1, 2020
+Added: All 7,449 shares of A&F’s Common Stock purchased during the thirteen weeks ended August 1, 2020 were withheld for tax payments due upon the vesting of employee restricted stock units.
On June 12, 2019, A&F’s Board of Directors authorized the repurchase of 5.0 million shares of A&F’s Common Stock, which was announced on June 12, 2019.
10 unchanged sentences
in compiled form incorporating all amendments.]
−Removed: Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of Abercrombie & Fitch Co.
−Removed: and its subsidiaries under the Abercrombie & Fitch Co.
−Removed: 2016 Long-Term Incentive Plan for Associates on and after March 26, 2019*
+Added: Indenture, dated as of July 2, 2020, by and among Abercrombie & Fitch Management Co., Abercrombie & Fitch Co., as Parent, the other Guarantors party thereto and U.S.
+Added: Bank National Association, as Trustee, Registrar, Paying Agent, and Notes Collateral Agent, incorporated herein by reference to Exhibit 4.1 to A&F’s Current Report on Form 8-K dated and filed on July 9, 2020 (File No.
+Added: Form of 8.75% Senior Secured Notes due 2025 (included in Exhibit 4.1), incorporated herein by reference to Exhibit 4.2 (which is in turn included in Exhibit 4.1) to A&F’s Current Report on Form 8-K dated and filed on July 9, 2020 (File No.
Abercrombie & Fitch Co.
−Removed: 2016 Long-Term Incentive Plan for Directors (as amended effective May 20, 2020), incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed on May 21, 2020 (File No.
+Added: 2016 Long-Term Incentive Plan for Directors (as amended on May 20, 2020), incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed on May 21, 2020 (File No.
Abercrombie & Fitch Co.
−Removed: 2016 Long-Term Incentive Plan for Associates (as amended effective May 20, 2020), incorporated herein by reference to Exhibit 10.2 to A&F’s Current Report on Form 8-K dated and filed on May 21, 2020 (File No.
−Removed: Summary of Compensation Structure for Non-Associate Directors of Abercrombie & Fitch Co.
−Removed: for Fiscal 2020.*
−Removed: Summary of Terms of the Annual Restricted Stock Unit Grants made and to be made to the Non-Associate Directors of Abercrombie & Fitch Co.
−Removed: under the Abercrombie & Fitch Co.
−Removed: 2016 Long-Term Incentive Plan for Directors in Fiscal 2020.*
+Added: 2016 Long-Term Incentive Plan for Associates (as amended on May 20, 2020), incorporated herein by reference to Exhibit 10.2 to A&F’s Current Report on Form 8-K dated and filed on May 21, 2020 (File No.
+Added: Separation Agreement entered into by and between Abercrombie & Fitch Management Co.
+Added: and John Gabrielli, effective July 2, 2020, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K/A dated and filed on July 7, 2020 (File No.
Certifications by Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
13 unchanged sentences
Abercrombie & Fitch Co.
−Removed: June 10, 2020
+Added: September 8, 2020
/s/ Scott Lipesky
3 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.