Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following is a summary of issuer purchases of equity securities during the quarter ended March 31, 2022 (in thousands, except per share amounts). See Note 11 — Stockholders Equity of our notes to our consolidated financial statements for information regarding our stock repurchase program.
Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (1)
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
January 1, 2022 - January 31, 2022 — — — $ 50,000
February 1, 2022 - February 28, 2022 — — — 100,000
March 1, 2022 - March 31, 2022 782 — 782 75,000
Total 782 — 782 $ 75,000
(1)
In March 2022, we entered into an accelerated share repurchase ("ASR") agreement with a counterparty whereby we provided them with a prepayment of $25 million and received an initial delivery of 781,555 shares of our Class A common stock. The ASR completed in April 2022, at which point we received an additional 132,482 shares. Total shares repurchased under the ASR amounted to 914,037 at an average price of $27.35 per share.
After giving effect to our share repurchases during the three months ended March 31, 2022, the remaining amount available under the current authorization totaled $75 million with no expiration date.
For the majority of restricted stock units (including performance-based restricted stock units) granted, the number of shares issued on the date the restricted stock units vest is net of shares withheld to meet applicable tax withholding requirements. Although these withheld shares are not issued or considered common stock repurchases under our stock repurchase program, they are treated as common stock repurchases in our financial statements as they reduce the number of shares that would have been issued upon vesting.
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ITEM 6. Exhibits
The following documents are filed as exhibits to this report:
Exhibit Number Description of Exhibits
31.1 Certification of Dan Henry, Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of George Gresham, Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Dan Henry, Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2 Certification of George Gresham, Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101 The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_____________
* Furnished and not filed.
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SIGNATURE
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.
Green Dot Corporation
Date: May 6, 2022 By: /s/ George Gresham
Name: George Gresham
Title: Chief Financial Officer and Chief Operating Officer (Duly Authorized Officer and Principal Financial 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.