Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Employees surrender shares when restricted stock grants are vested to satisfy statutory minimum required payroll tax withholding obligations.
The following table lists the shares that were surrendered during the third quarter of 2022:
Period Total Number of
Shares Withheld for
Employee Awards Average Price
Paid per Share
July 1 - July 31 — $ —
August 1 - August 31 416 38.22
September 1 - September 30 — —
Total 416 $ 38.22
Our board of directors authorized a share repurchase program of up to $200 million of our common stock. Under this program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated buyback programs, tender offers or by other means. The timing and amount of the transactions are determined by management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time, without prior notice. We did not repurchase any shares during the third quarter of 2022. Since inception of the repurchase program, the company has repurchased 7,396,936 shares of common stock for approximately $92.8 million under the program.
54
Table of Contents
Other than as previously reported, during the three months ended September 30, 2022, we issued the following shares without registering the shares under the Securities Act:
On September 1, 2022, the noteholders of the 4.125% Convertible Senior Notes due in 2022 (the "2022 Notes"), settled $1,743,000 of principal through a combination of $1.7 million in cash and 15,093 shares of the company's $0.001 par value common stock at a conversion rate of $37.93 per share. The remaining $23,000 of principal of the 2022 Notes and accrued interest were settled in cash. The 2022 Notes principal was $0 after the conversion on September 1, 2022 and were effectively retired.
The issuance of treasury shares of common stock for the 2022 Notes was made pursuant to an exemption from registration provided in Section 3(a)(9) of the Securities Act of 1993, as amended.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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.