Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the quarterly period ended September 30, 2021, the holders of our Series A Preferred Stock converted 11,672 shares of Series A Preferred Stock into 11,814 shares of Common Stock pursuant to the terms of the Series A Certificate of Designations.
−Removed: These transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering.
−Removed: On June 11, 2021, our Registration Statement on Form S-1 was declared effective by the SEC.
−Removed: As the registration relates only to the offer and resale of our securities by certain holders, Garrett will not receive any proceeds from the offering.
+Added: During the quarterly period ended March 31, 2022, there were no conversions of our Series A Preferred Stock into Common Stock pursuant to the terms of the Certificate of Designations for the Series A Preferred Stock.
+Added: On November 16, 2021, the Board of Directors authorized a $100 million share repurchase program valid until November 15, 2022, providing for the purchase of shares of Series A Preferred Stock and Common Stock.
+Added: Our stock repurchases may occur through open market purchases, privately negotiated transactions or trading plans pursuant to Rule 10b5-1 of the Exchange Act.
+Added: The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, restricted payment capacity under our debt instruments and other factors.
+Added: The repurchase program may be suspended, modified or discontinued at any time without prior notice.
+Added: The following table summarizes our share repurchase activity for the three months ended March 31, 2022 and additional information regarding our share repurchase program:
+Added: Period Total Number of Common Shares Purchased Average Price Paid per Share Total Number of Preferred Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program
+Added: January 1, 2022 – January 31, 2022 37,467 $ 7.57 136,100 $ 8.17 173,567 $ 79,537,052
+Added: February 1, 2022 – February 28, 2022 9,606 7.19 33,729 8.03 43,335 79,197,290
+Added: March 1, 2022 – March 31, 2022 3,233 7.39 27,561 8.27 30,794 78,945,458
+Added: Total 50,306 $ 7.49 197,390 $ 8.16 247,696 $ 78,945,458
+Added: Other than the amounts repurchased as part of our share repurchase program, there were no purchases of equity securities by the issuer or affiliated purchasers during the quarter ended March 31, 2022.
Defaults Upon Senior Securities
−Removed: Except as otherwise disclosed in this Quarterly Report on Form 10-Q or reported previously in a Current Report on Form 8-K by the Company, none.
Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by a committee of disinterested directors of the Board (which committee initially consisted of Daniel Ninivaggi, Julia Steyn, Robert Shanks and D’aun Norman) out of funds legally available for such dividend, cumulative cash dividends at an annual rate of 11% on the stated amount per share plus the amount of any accrued and unpaid dividends on such share, accumulating daily and payable quarterly on January 1, April 1, July 1 and October 1, respectively, in each year.
−Removed: No cash dividend was declared in respect of the period ended July 1, 2021 or October 1, 2021.
−Removed: As a result, as of October 1, 2021, there were $60 million of unpaid cumulative preference dividends on the shares of Series A Preferred Stock outstanding as of that date.
+Added: No cash dividends were declared in respect of the period ended March 31, 2022.
+Added: As a result, as of March 31, 2022, there were $135 million of unpaid cumulative preference dividends on the shares of Series A Preferred Stock outstanding as of that date.
+Added: Except as otherwise disclosed in this Quarterly Report on Form 10-Q or reported previously in a Current Report on Form 8-K by the Company, none.
Mine Safety Disclosures
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