Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchase of equity securities
Under our stock repurchase program, shares may be repurchased on the open market and through accelerated stock repurchase transactions. As of September 30, 2022, we have $1,370 million remaining authorized to be completed in future periods with no expiration date. Stock repurchases during the three months ended September 30, 2022 were as follows:
(In millions, except per share data) Total Number of Shares Purchased (1)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
July 2, 2022 to July 29, 2022 — $ — — $ —
July 30, 2022 to August 26, 2022 — $ — — $ —
August 27, 2022 to September 30, 2022 5 $ 21.68 5 $ 1,370
Total number of shares repurchased 5 5
(1) The number of shares purchased is reported on trade date.
Item 6. Exhibits
Exhibit
Number
Incorporated by Reference Filed/Furnished with this 10-Q
Exhibit Description Form File Number Exhibit File Date
2.01 Amendment and Restated Agreement, dated as of July 15, 2022, by and between the Company, Bidco and Avast.
8-K 000-17781 2.01 7/18/2022
3.01 Amended and Restated Certificate of Incorporation of the Company., and all amendments thereto.
X
3.02 Amended and Restated Bylaws of the Company.
8-K 000-17781 3.02 11/7/2022
4.01 Second Supplemental Indenture, dated as of September 19, 2022, by and among the Company, each of the Guarantors (as defined therein) listed on the signature pages thereto and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (including the form of 6.750% Senior Notes due 2027 and form of 7.125% Senior Notes due 2030).
8-K 000-17781 4.01 9/19/2022
4.02 Third Supplemental Indenture, dated as of September 19, 2022, by and among the Company, the Guarantors and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee.
8-K 000-17781 4.02 9/19/2022
10.01 Restatement Agreement, dated as of September 12, 2022, by and among the Company, the other Loan Parties thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as term loan administrative agent and collateral agent under the Existing Credit Agreement, Wells Fargo Bank, National Association, as revolver administrative agent under the Existing Credit Agreement, and Bank of America, N.A., in its capacity as Successor Administrative Agent.
8-K 000-17781 10.01 9/12/2022
10.02* Avast Limited (formerly Avast plc) 2018 Long Term Incentive Plan
S-8 000-17781 99.01 9/12/2022
10.03* Form of Restricted Stock Unit Award Agreements under Avast Long-Term Incentive Plan
X
10.04* Form of FY23 Restricted Stock Unit Award Agreements for Non-Employee Directors under 2013 Equity Incentive Plan.
X
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Exhibit
Number
Incorporated by Reference Filed/Furnished with this 10-Q
Exhibit Description Form File Number Exhibit File Date
10.05* Employment Agreement dated September 12, 2022, between AVAST Software s.r.o. and Ondrej Vlcek
X
10.06* Form of Non-Competition and Non-Solicitation Agreement
X
31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.02 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.01† Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.02† Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101 The following financial information from Gen Digital Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity (Deficit), (vi) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
* Indicates a management contract or compensatory plan or arrangement.
†
This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GEN DIGITAL INC.
(Registrant)
By: /s/ Vincent Pilette
Vincent Pilette
Chief Executive Officer
By: /s/ Natalie Derse
Natalie Derse
Chief Financial Officer
November 9, 2022
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