Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−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 August 1, 2020 :
−Removed: Period (fiscal month)
−Removed: Total Number of Shares Purchased (1)
−Removed: Average Price Paid per Share
−Removed: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
+Added: There were no sales of equity securities during the third 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 October 31, 2020:
+Added: Period (fiscal month) Total Number of Shares Purchased (1)
+Added: Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (3)
−Removed: May 3, 2020 through May 30, 2020
−Removed: May 31, 2020 through July 4, 2020
−Removed: July 5, 2020 through August 1, 2020
−Removed: 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.
+Added: August 2, 2020 through August 29, 2020 1,569 $ 11.41 — 3,218,058
+Added: August 30, 2020 through October 3, 2020 5,324 $ 13.58 — 3,218,058
+Added: October 4, 2020 through October 31, 2020 3,594 $ 16.27 — 3,218,058
+Added: Total 10,487 $ 14.18 — 3,218,058
+Added: (1) All 10,487 shares of A&F’s Common Stock purchased during the thirteen weeks ended October 31, 2020 were withheld for tax payments due upon the vesting of employee restricted stock units.
(2) 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.
2 unchanged sentences
The Company has temporarily suspended its share repurchase program in order to preserve liquidity and maintain financial flexibility in light of the circumstances surrounding COVID-19.
+Added: Exhibit Document
3.1 Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co., reflecting amendments through the date of this Quarterly Report on Form 10-Q, incorporated herein by reference to Exhibit 3.2 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2011 (File No.
6 unchanged sentences
in compiled form incorporating all amendments.]
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Abercrombie & Fitch Co.
−Removed: 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.
−Removed: Abercrombie & Fitch Co.
−Removed: 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.
−Removed: Separation Agreement entered into by and between Abercrombie & Fitch Management Co.
−Removed: 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.
+Added: 10.1 Form of Performance Share Award Agreement used to evidence the grant of performance shares to associates (employees) of Abercrombie & Fitch Co.
+Added: and its subsidiaries under the Abercrombie & Fitch Co.
+Added: 2016 Long-Term Incentive Plan for Associates on or after August 28, 2020.*
+Added: 10.2 Form of Retention Restricted Stock Unit Award Agreement, made to be effective as of August 28, 2020, between Abercrombie & Fitch Co.
+Added: and each of Scott Lipesky, Kristin Scott and Gregory J.
+Added: Henchel, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed on September 2, 2020 (File No.
31.1 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.*
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
−Removed: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document.*
−Removed: Inline XBRL Taxonomy Extension Schema Document.*
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.*
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.*
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
+Added: 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document.*
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document.*
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.*
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.*
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).*
3 unchanged sentences
Abercrombie & Fitch Co.
−Removed: September 8, 2020
+Added: December 7, 2020 By:
/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.