Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of equity securities during the second quarter of Fiscal 2021 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 July 31, 2021:
+Added: There were no sales of equity securities during the third quarter of Fiscal 2021 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 30, 2021:
Period (fiscal month) Total Number of Shares Purchased (1)
1 unchanged sentence
Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (2)(3)
−Removed: May 2, 2021 through May 29, 2021 4,890 $ 43.32 — 8,922,785
−Removed: May 30, 2021 through July 3, 2021 1,373,626 $ 42.23 1,372,073 7,550,712
−Removed: July 4, 2021 through July 31, 2021 1,002,702 $ 41.97 1,001,899 6,548,813
+Added: August 1, 2021 through August 28, 2021 1,119 $ 37.04 — 6,548,813
+Added: August 29, 2021 through October 2, 2021 2,193,109 $ 36.75 2,173,947 4,374,866
+Added: October 3, 2021 through October 30, 2021 524,247 $ 38.80 517,896 3,856,970
Total 2,718,475 $ 37.15 2,691,843 3,856,970
−Removed: (1) An aggregate of 7,246 shares of A&F’s Common Stock purchased during the thirteen weeks ended July 31, 2021 were withheld for tax payments due upon the vesting of employee restricted stock units and the exercise of employee stock appreciation rights.
−Removed: (2) On February 19, 2021, A&F’s Board of Directors authorized the repurchase of 10.0 million shares of the Company’s Common Stock, which was announced on March 2, 2021.
+Added: (1) An aggregate of 26,632 shares of A&F’s Common Stock purchased during the thirteen weeks ended October 30, 2021 were withheld for tax payments due upon the vesting of employee restricted stock units and the exercise of employee stock appreciation rights.
+Added: (2) On March 2, 2021, we announced that the A&F Board of Directors approved the repurchase of 10.0 million shares.
+Added: On November 23, 2021 and not reflected in the table above, we announced that the A&F Board of Directors approved a new $500 million share repurchase authorization, replacing the prior 2021 share repurchase authorization of 10.0 million shares, which had approximately 3.9 million shares remaining available.
(3) The number shown represents, as of the end of each period, the maximum number of shares of A&F’s Common Stock that may yet be purchased under A&F’s publicly announced stock repurchase authorization described in footnote 2 above.
9 unchanged sentences
in compiled form incorporating all amendments.]
−Removed: 10.1 Abercrombie & Fitch Co.
−Removed: 2016 Long-Term Incentive Plan for Associates (as amended effective June 9 , 202 1 ), incorporated herein by reference to Exhibit 10.
−Removed: 1 to A&F’s Current Re port on Form 8-K dated and filed on June 10 , 202 1 (File No.
−Removed: 10.2 Offer Letter from Abercrombie & Fitch Co.
−Removed: to Samir Desai (including as Exhibit A thereto the Agreement entered into between Abercrombie & Fitch Management Co.
−Removed: and Samir Desai, effective as of May 20, 2021, the execution date by Abercrombie & Fitch Management Co.), executed by Mr.
−Removed: Desai on May 24, 2021 .
+Added: 10.1 Non- Compete Amendment entered into between Abercrombie & Fitch Management Co.
+Added: and Fra n Horowitz , effective as of November 5, 2021 (the date of executi on by Abercrombie & Fitch Management Co.);
+Added: together with Sche dule identifying executive officers of Abercrombie and Fitch Co.
+Added: party to substantially i dentical Non-Compete Agreements with Abercrombie & Fitch Man agement C o.*
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.*
13 unchanged sentences
Abercrombie & Fitch Co.
−Removed: September 8, 2021 By:
+Added: December 6, 2021 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.