Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Securities
We had no unregistered sales of our securities during the three months ended March 31, 2022.
Purchases of Securities by the Registrant and Affiliated Purchasers
The following table summarizes the securities repurchase activity during the three months ended March 31, 2022 (in thousands, except average price paid per security and total number of securities repurchased):
Period Total Number of Securities Repurchased Average Price Paid Per Security 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 December 31, 2021 — $ — — $ — $ 365,491
January 1 - January 31 (1)
2,163,219 28.3914 2,163,219 — 365,491
February 1 - February 28 (2)
8,562,255 — 8,562,255 300,000 65,491
March 1 - March 31
— $ — — $ — $ 65,491
(1) On December 3, 2021, we entered into an ASR agreement with a financial institution (2021 ASR) to repurchase $300.0 million of our outstanding common stock. The 2021 ASR settled during the three months ended March 31, 2022 and we received an additional delivery of 2,163,219 shares of our common stock. The total dollar amount purchased pursuant to a publicly-announced plan is zero as we made the upfront payment of $300.0 million during the three months ended December 31, 2021.
(2) On February 22, 2022, we entered into an accelerated share repurchase (ASR) agreement with a financial institution (2022 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 delivery of 8,562,255 shares of our common stock. The average price paid per security is not applicable as final settlement did not occur during the three months ended March 31, 2022. The 2022 ASR settled during the second quarter of 2022 and we received an additional delivery of 837,001 shares of our common stock at a volume-weighted-average price, less an agreed upon discount, $31.9174 per share.
See Note 10, “Stockholders' Equity,” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q for additional information on the 2021 and 2022 ASR.
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Aside from the 2021 and 2022 ASR, we did not repurchase any of our securities during the three months ended March 31, 2022, 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.
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ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit
No. Exhibit Form File No Filing Date Exhibit No. Filed
Herewith
31.01
Certification of Dan Rosensweig, Chief Executive Officer and Co-Chairperson, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.02
Certification of Andrew Brown, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.01**
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema X
101.CAL Inline XBRL Taxonomy Extension Calculation X
101.LAB Inline XBRL Taxonomy Extension Labels X
101.PRE Inline XBRL Taxonomy Extension Presentation X
101.DEF Inline XBRL Taxonomy Extension Definition X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X
** This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CHEGG, INC.
May 2, 2022 By: /S/ ANDREW BROWN
Andrew Brown
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.