UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: The following table presents our share repurchase activity for each month of the quarter ended July 2, 2022:
+Added: The following table presents our share repurchase activity for each month of the quarter ended October 1, 2022:
Period Total Number of Shares Purchased (1)
−Removed: Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
+Added: Average Price Paid per Share (2)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (4)
−Removed: April 3 - May 7 556,791 70.44 553,584 33,572,690
−Removed: May 8 - June 4 201 89.16 — 33,572,690
−Removed: June 5 - July 2 63,173 87.71 — 33,572,690
+Added: July 3 - August 6 50,539 71.08 — 33,572,690
+Added: August 7 - September 3 278 77.12 — 33,572,690
+Added: September 4 - October 1 247,431 74.90 247,431 33,572,690
Total 298,248 247,431
−Removed: (1) Includes shares withheld by us in connection with tax withholding obligations of our employees upon vesting of such employees’ restricted stock unit awards.
−Removed: (2) On August 23, 2021, we announced that our Board of Directors approved a stock repurchase program pursuant to which we may repurchase up to $25.0 million of our common stock.
−Removed: On May 3, 2022, we announced that our Board of Directors increased our share repurchase authorization to $100.0 million, up $75.0 million from the previous program, and that we entered into an Accelerated Share Repurchase Agreement (“ASR Agreement”) with Jefferies LLC (“Jefferies”) to repurchase $60.0 million of our common stock.
−Removed: Under the ASR Agreement, we received initial delivery of 553,584 shares of common stock on May 3, 2022 representing approximately 65 percent of the total number of shares of common stock initially underlying the ASR Agreement, based on our closing stock price of $70.45 on May 2, 2022.
−Removed: The total number of shares repurchased under the ASR Agreement is based on the average of the daily volume-weighted average price of our common stock during the repurchase period under the ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement.
−Removed: At settlement, under certain circumstances, Jefferies may be required to deliver additional shares of common stock to us, or, under certain circumstances, we may be required to make a cash payment or to deliver shares of our common stock to Jefferies.
−Removed: Final settlement of the shares of common stock repurchased under the ASR Agreement could occur as early as the third quarter of fiscal 2022.
−Removed: With the remaining availability under the stock repurchase program, we may repurchase our common stock at any time or from time to time, without prior notice, subject to prevailing market conditions and other considerations.
+Added: (1) Shares repurchased during the first two months of the quarter ended October 1, 2022 represents shares withheld by us in connection with tax withholding obligations of our employees upon vesting of such employees’ restricted stock unit awards.
+Added: (2) The average price paid for shares purchased in connection with the final settlement of the ASR Agreement, as defined below, is based on the average of the daily volume-weighted average price of our common stock during the repurchase period, less a discount and other adjustments pursuant to the ASR Agreement.
+Added: (3) On May 3, 2022, we entered into an Accelerated Share Repurchase Agreement (“ASR Agreement”) with Jefferies LLC to repurchase $60.0 million of our common stock.
+Added: The ASR Agreement settled on September 15, 2022, and at settlement, we received an additional 247,431 shares of common stock.
+Added: (4) On May 3, 2022, our Board of Directors increased our share repurchase authorization to $100.0 million.
+Added: With the remaining availability under this authorization, we may repurchase our common stock at any time or from time to time, without prior notice, subject to prevailing market conditions and other considerations.
Our repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.
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