Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is listed on the New York Stock Exchange under the symbol “CHGG.”
Stockholders of Record
As of January 31, 2022 , there were 27 stockholders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividends
We do not intend to declare or pay any cash dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for more information regarding securities authorized for issuance.
Unregistered Sales of Securities
We had no unregistered sales of our securities during the three months ended December 31, 2021.
Securities Repurchase Program
In November 2021, our board of directors approved a $500.0 million increase to our existing securities repurchase program authorizing the repurchase of up to $1.0 billion of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, and other factors. As of December 31, 2021, $365.5 million remains under the repurchase program, which has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our board of directors.
Purchases of Securities by the Registrant and Affiliated Purchasers
The following table summarizes the securities repurchase activity for the three months ended December 31, 2021 (in thousands, except total number of securities repurchased):
Period Total Number of Securities Repurchased Average Price Paid Per Security (1)
Total Number of Securities Purchased Pursuant to Publicly-Announced Plan
Total Dollar Amount Purchased Pursuant to Publicly-Announced Plan
Maximum Dollar Amount Remaining Available for Repurchase Pursuant to Publicly-Announced Plan
As of September 30, 2021 — $ — — $ — $ 665,491
October 1 - October 31
— — — — 665,491
November 1 - November 30
— — — — 665,491
December 1 - December 31
8,403,361 $ — 8,403,361 $ 300,000 $ 365,491
(1) On December 3, 2021, we entered into an accelerated share repurchase (ASR) agreement with a financial institution (2021 ASR) to repurchase $300.0 million of our outstanding common stock. In exchange for an upfront payment of $300.0 million, we received an initial
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delivery of 8,403,361 shares of our common stock. The average price paid per security is not applicable as settlement did not occur during the three months ended December 31, 2021. The 2021 ASR settled during the first quarter of 2022 and we received an additional delivery of 2,163,219 shares of our common stock at a volume-weighted-average price, less an agreed upon discount, of $28.3914 per share. See Note 15, “Stockholders' Equity,” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information on the 2021 ASR.
Aside from the 2021 ASR, we did not repurchase any of our securities during the three months ended December 31, 2021, other than in connection with the forfeiture of common stock by holders of restricted stock units in exchange for payments of statutory tax withholding amounts on behalf of the holders arising as a result of the vesting of restricted stock units.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Chegg under the Securities Act or the Exchange Act.
The following graph shows a comparison from December 31, 2016 through December 31, 2021 of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (S&P 500) and the NASDAQ Composite Index (NASDAQ Composite). The graph assumes that $100 was invested at the market close on December 31, 2016 in the common stock of Chegg, Inc., the S&P 500 and the NASDAQ Composite and data for the S&P 500 and the NASDAQ Composite assumes reinvestment of dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance.
ITEM 6. [RESERVED]
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