1 unchanged sentence
Unregistered Sales of Securities
−Removed: We had no unregistered sales of our securities during the three months ended March 31, 2022.
+Added: We had no unregistered sales of our securities during the three months ended June 30, 2022.
Purchases of Securities by the Registrant and Affiliated Purchasers
−Removed: 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):
+Added: The following table summarizes the securities repurchase activity during the three months ended June 30, 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
1 unchanged sentence
Maximum Dollar Amount Remaining Available for Repurchase Pursuant to Publicly-Announced Plan
−Removed: As of December 31, 2021 — $ — — $ — $ 365,491
−Removed: January 1 - January 31 (1)
−Removed: 2,163,219 28.3914 2,163,219 — 365,491
−Removed: February 1 - February 28 (2)
+Added: April 1 - April 30 (1)
837,001 31.9174 837,001 — 65,491
−Removed: March 1 - March 31
+Added: May 1 - May 31 — — — — 65,491
+Added: June 1 - June 30 (2)
— — — — 1,065,491
−Removed: (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.
−Removed: 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.
−Removed: 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.
(1) 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.
−Removed: In exchange for an upfront payment of $300.0 million, we received an initial delivery of 8,562,255 shares of our common stock.
−Removed: The average price paid per security is not applicable as final settlement did not occur during the three months ended March 31, 2022.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The 2022 ASR settled during the three months ended June 30, 2022 and we received an additional delivery of 837,001 shares of our common stock.
+Added: 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 March 31, 2022.
+Added: (2) In June 2022, our board of directors approved a $1.0 billion increase to our existing securities repurchase program.
+Added: See Note 11, “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 2022 ASR and securities repurchase program.
+Added: Aside from the 2022 ASR, we did not repurchase any of our securities during the three months ended June 30, 2022, other than in connection with the net share settlement of equity awards by holders in exchange for payments of statutory tax withholding amounts on behalf of the holders arising as a result of the vesting of equity awards.
Incorporated by Reference
13 unchanged sentences
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.
−Removed: May 2, 2022 By:
+Added: August 4, 2022 By:
/S/ ANDREW BROWN
2 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.