Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: During the three months ended March 31, 2020, we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards.
−Removed: Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the first quarter ended March 31, 2020 are as shown in the table below.
−Removed: In addition, on March 20, 2020, our Board of Directors authorized us to repurchase up to $150.0 million of outstanding shares of our common stock (the “Repurchase Program”).
+Added: On March 20, 2020, our Board of Directors authorized us to repurchase up to $150.0 million of outstanding shares of our common stock (the “Repurchase Program”).
Repurchases under the Repurchase Program, which expires on March 31, 2023, may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions and at such times as shall be permitted by applicable securities laws and determined by management.
Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Exchange Act.
−Removed: We did not repurchase any shares of our common stock under the Repurchase Program during the three months ended March 31, 2020.
+Added: We did not repurchase any shares of our common stock under the Repurchase Program during the three months ended June 30, 2020.
The Repurchase Program may be modified, discontinued or suspended at any time.
−Removed: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program Maximum Dollar Value of Shares that that May Yet be Purchased Under the Repurchase Program
−Removed: January 1 - January 31, 2020 — $ — — $ —
−Removed: February 1 - February 29, 2020 88,511 $ 22.44 — $ 150,000,000
−Removed: March 1, - March 31, 2020 — $ — — $ —
+Added: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program Maximum Dollar Value of Shares that May Yet be Purchased Under the Repurchase Program
+Added: April 1 - April 30, 2020 — $ — — $ 150,000,000
+Added: May 1 - May 31, 2020 — $ — — $ 150,000,000
+Added: June 1, - June 30, 2020 — $ — — $ 150,000,000
Total — $ — —
8 unchanged sentences
(Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 7, 2019, is incorporated herein by reference).
−Removed: Second Supplemental Indenture, dated as of May 7, 2020, to the Indenture dated as of May 24, 2017, among CTR Partnership, L.P.
−Removed: and CareTrust Capital Corp., as Issuers, the guarantors named therein, and Wells Fargo Bank, National Association, as Trustee.
List of Subsidiary Issuers and Guarantors of CareTrust REIT, Inc.
+Added: (Exhibit 22.1 to the Company's Quarterly Report on Form 10-Q, filed on May 7, 2020, is incorporated herein by reference).
Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
CareTrust REIT, Inc.
−Removed: May 7, 2020 By:
+Added: August 6, 2020 By:
/s/ Gregory K.
1 unchanged sentence
(duly authorized officer)
−Removed: May 7, 2020 By:
+Added: August 6, 2020 By:
/s/ William M.
3 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.