Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: 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: During the three months ended March 31, 2022, 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.
+Added: 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, 2022 are shown in the table below.
+Added: Period Total Number of Shares Purchased Average Price Paid per Share
+Added: January 1 - January 31, 2022 30,556 $ 20.84
+Added: February 1 - February 28, 2022 108,131 19.75
+Added: March 1 - March 31, 2022 — —
+Added: Total 138,687 $ 19.99
+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.
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 September 30, 2021 and $150.0 million remains available for the repurchase of shares of our common stock under the Repurchase Program as of September 30, 2021.
+Added: Through March 31, 2022, we have not repurchased any shares of our common stock under the Repurchase Program and $150.0 million remains available for the repurchase of shares of our common stock under the Repurchase Program as of March 31, 2022.
The Repurchase Program may be modified, discontinued or suspended at any time.
Description of the Document
−Removed: Membership Interest Purchase Agreement, dated as of January 27, 2019, by and between BME Texas Holdings LLC and CTR Partnership, L.P.
−Removed: (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 2, 2019 is incorporated herein by reference).
Articles of Amendment and Restatement of CareTrust REIT, Inc.
4 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: List of Subsidiary Issuers and Guarantors of CareTrust REIT, Inc.
−Removed: (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: November 8, 2021 By:
−Removed: /s/ Gregory K.
−Removed: Chief Executive Officer
+Added: May 5, 2022 By:
+Added: President and Chief Executive Officer
(duly authorized officer)
−Removed: November 8, 2021 By:
+Added: May 5, 2022 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.