Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−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 October 30, 2021:
+Added: There were no sales of equity securities during the first quarter of Fiscal 2022 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 April 30, 2022:
Period (fiscal month) Total Number of Shares Purchased (1)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
−Removed: Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (2)(3)
−Removed: August 1, 2021 through August 28, 2021 1,119 $ 37.04 — 6,548,813
−Removed: August 29, 2021 through October 2, 2021 2,193,109 $ 36.75 2,173,947 4,374,866
−Removed: October 3, 2021 through October 30, 2021 524,247 $ 38.80 517,896 3,856,970
+Added: Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs (2)(3)
+Added: January 30, 2022 through February 26, 2022 — $ — — $ 357,959,371
+Added: February 27, 2022 through April 2, 2022 3,692,062 30.85 3,260,022 257,959,401
+Added: April 3, 2021 through April 30, 2022 451 34.79 — 257,959,401
Total 3,692,513 30.67 3,260,022 257,959,401
−Removed: (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.
−Removed: (2) On March 2, 2021, we announced that the A&F Board of Directors approved the repurchase of 10.0 million shares.
−Removed: 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.
−Removed: (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.
+Added: (1) An aggregate of 432,491 shares of A&F’s Common Stock purchased during the thirteen weeks ended April 30, 2022 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 November 23, 2021, 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.
+Added: (3) The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under A&F’s publicly announced stock repurchase authorization described in footnote 2 above.
The shares may be purchased, from time to time depending on business and market conditions.
+Added: Abercrombie & Fitch Co.
+Added: 2022 1Q Form 10-Q
Exhibit Document
7 unchanged sentences
in compiled form incorporating all amendments.]
−Removed: 10.1 Non- Compete Amendment entered into between Abercrombie & Fitch Management Co.
−Removed: and Fra n Horowitz , effective as of November 5, 2021 (the date of executi on by Abercrombie & Fitch Management Co.);
−Removed: together with Sche dule identifying executive officers of Abercrombie and Fitch Co.
−Removed: party to substantially i dentical Non-Compete Agreements with Abercrombie & Fitch Man agement C o.*
+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 March 24, 2022.*
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.*
11 unchanged sentences
** Furnished herewith.
+Added: Abercrombie & Fitch Co.
+Added: 2022 1Q Form 10-Q
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Abercrombie & Fitch Co.
−Removed: December 6, 2021 By:
+Added: June 8, 2022 By:
/s/ Scott Lipesky
2 unchanged sentences
(Principal Financial Officer, Principal Accounting Officer and Authorized Officer)
+Added: Abercrombie & Fitch Co.
+Added: 2022 1Q Form 10-Q
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.