1 unchanged sentence
Unregistered Sales of Securities
−Removed: We had no unregistered sales of our securities during the three months ended September 30, 2022.
+Added: We had no unregistered sales of our securities during the three months ended March 31, 2023.
Purchases of Securities by the Registrant and Affiliated Purchasers
−Removed: The following table summarizes the securities repurchase activity during the three months ended September 30, 2022 (in thousands, except average price paid per security and total number of securities repurchased):
−Removed: Period Total Number of Securities Repurchased (2)
−Removed: Average Price Paid Per Security Total Number of Securities Purchased Pursuant to Publicly-Announced Plan
+Added: The following table summarizes the securities repurchase activity during the three months ended March 31, 2023 (in thousands, except average price paid per security and total number of securities repurchased):
+Added: 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
−Removed: July 1 - July 31
+Added: January 1 - January 31
— — — — 642,564
−Removed: August 1 - August 31 — — — — 1,065,491
−Removed: September 1 - September 30 (1)
+Added: February 1 - February 28 (1)
7,599,747 — 7,599,747 150,000 492,564
−Removed: (1) During the three months ended September 30, 2022, in addition to the $23.1 million repurchase of shares of our common stock, we also repurchased $399.9 million of the 2026 notes in privately-negotiated transactions resulting in total securities repurchases of $422.9 million.
−Removed: See Note 8, “Convertible Senior Notes” and 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 securities repurchase program and the repurchase of the 2026 notes.
−Removed: (2) In June 2022, our board of directors approved a $1.0 billion increase to our existing securities repurchase program authorizing the repurchase of up to $2.0 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.
−Removed: 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.
−Removed: The repurchase program has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our board of directors.
+Added: March 1 - March 31 — — — — 492,564
+Added: (1) On February 23, 2023, we entered into an accelerated share repurchase (ASR) agreement with a financial institution (2023 ASR) to repurchase $150.0 million of our outstanding common stock.
+Added: In exchange for an upfront payment of $150.0 million, we received an initial delivery of 7,599,747 shares of our common stock.
+Added: The average price paid per security is not applicable as final settlement did not occur during the three months ended March 31, 2023.
+Added: See Note 8, “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 securities repurchase program.
Incorporated by Reference
Exhibit Form File No Filing Date Exhibit No.
+Added: Amended and Restated Bylaws of Chegg, Inc., as amended on March 15, 2023.
+Added: 8-K 001-36180 3/21/23 3.1
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
11 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: November 1, 2022 By:
+Added: May 1, 2023 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.