Item 2. Unregistered Sales of Equity Securities
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Our Board of Directors authorized a Share Repurchase Program to acquire up to $250 million of our common stock through June 30, 2022. The repurchases may be effected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, derivative contracts or otherwise in compliance with Rule 10b-18, subject to market conditions. The Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares and our Board of Directors may modify, suspend, or discontinue authorization of the program at any time. Shares repurchased are held as treasury stock.
Our share repurchase activity for the three months ended September 30, 2021 was as follows:
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (a)
July 1, 2021 - July 31, 2021 — $ — — $ —
August 1, 2021 - August 31, 2021 710,270 $ 29.90 710,270 —
September 1, 2021 - September 30, 2021 441,326 $ 39.08 441,326 —
Total 1,151,596 1,151,596 $ —
(a) The dollar value of shares that may yet be purchased under the Share Repurchase Program totaled $166 million as of September 30, 2021.
Item 5 Other Disclosures
None.
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Item 6 Exhibits
3.1 Amended and Restated Certificate of Incorporation of California Resources Corporation (filed as Exhibit 3.1 to Registrant’s Registration Statement on Form 8-A filed October 27, 2020 and incorporated herein by reference).
3.2 Amended and Restated Bylaws of California Resources Corporation (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A filed October 27, 2020 and incorporated herein by reference).
31.1* Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certifications of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibits 101).
* - Filed herewith
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SIGNATURES
Pursuant to the requirements 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.
CALIFORNIA RESOURCES CORPORATION
DATE: November 12, 2021 /s/ Noelle M. Repetti
Noelle M. Repetti
Vice President and Controller
(Principal Accounting 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.