What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-05-07 compared with 2020-11-04 · 43 added, 23 removed, 52 unchanged (56% of the section changed)

1 unchanged sentence

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the three months ended September 30, 2020, we repurchased shares of our common stock as follows:

During the three months ended March 31, 2021, we repurchased shares of our common stock as follows:

Period Total Number of

6 unchanged sentences

Plan or Program Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

July 1, 2020 to July 31, 2020 9,087 $ 26.36 — —

August 1, 2020 to August 31, 2020 2,039 27.54 — —

September 1, 2020 to September 30, 2020 — — — —

(1) Purchases represent shares withheld to satisfy withholding obligations on the vesting of restricted shares and shares repurchased under our stock repurchase plan.

January 1, 2021 to January 31, 2021 84,457 $ 27.54 — —

February 1, 2021 to February 28, 2021 669 27.52 — —

March 1, 2021 to March 31, 2021 8,342 28.13 — —

(1) Purchases represent shares of common stock withheld by us to satisfy withholding obligations on the vesting of restricted shares.

The price paid per share was the then closing price of our common stock on the NYSE.

4 unchanged sentences

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended September 30, 2020 (and are numbered in accordance with Item 601 of Regulation S-K).

1.1 Underwriting Agreement, dated September 14, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Jefferies LLC, J.P.

Morgan Securities LLC, U.S.

Bancorp Investments, Inc.

and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 15, 2020 and incorporated herein by reference).

3.1 Fourth Amended and Restated Bylaws of Healthcare Trust of America, Inc., dated April 27, 2020 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on April 29, 2020 and incorporated herein by reference.

4.1 2031 Notes Indenture, dated as of September 28, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc.

Bank National Association, as trustee, including the form of 2.000% Senior Notes due 2031 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).

5.1 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).

5.2 Opinion of McDermott Will & Emery LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).

8.1 Opinion of McDermott Will & Emery LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).

10.1* Agreement Respecting Indemnification Matters, dated November 3, 2020.

23.1 Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).

23.2 Consents of McDermott Will & Emery LLP (included as Exhibit 5.2 and 8.1 to our current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).

The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended March 31, 2021 (and are numbered in accordance with Item 601 of Regulation S-K).

1.1 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P.

Morgan Securities LLC and JPMorgan Chase Bank, National Association, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.2 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp.

and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.3 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc.

and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.4 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.5 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BofA Securities, Inc.

and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.6 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.7 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Morgan Stanley & Co.

LLC, on the other hand (included as Exhibit 1.7 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.8 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Capital One Securities, Inc., on the other hand (included as Exhibit 1.8 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.9 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BTIG, LLC, on the other hand (included as Exhibit 1.9 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.10 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Scotia Capital (USA) Inc.

and the Bank of Nova Scotia, on the other hand (included as Exhibit 1.10 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.11 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.

and JPMorgan Chase Bank, National Association (included as Exhibit 1.11 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.12 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.

and Bank of Montreal (included as Exhibit 1.12 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.13 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.

and MUFG Securities EMEA plc.

(included as Exhibit 1.13 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.14 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.

and Wells Fargo Bank, National Association (included as Exhibit 1.14 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.15 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.

and Bank of America, N.A.

(included as Exhibit 1.15 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.16 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.

and Jefferies LLC (included as Exhibit 1.16 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.17 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.

and Morgan Stanley & Co.

LLC (included as Exhibit 1.17 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

1.18 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.

and The Bank of Nova Scotia (included as Exhibit 1.18 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

5.1 Opinion of Venable LLP.

23.1 Consent of Venable LLP (included in Exhibit 5.1).

31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.

23 unchanged sentences

Peters (Principal Executive Officer)

November 4, 2020

/s/ Robert A.

1 unchanged sentence

Milligan (Principal Financial Officer and Principal Accounting Officer)

November 4, 2020

Healthcare Trust of America Holdings, LP

3 unchanged sentences

Peters (Principal Executive Officer)

November 4, 2020

/s/ Robert A.

1 unchanged sentence

Milligan (Principal Financial Officer and Principal Accounting Officer)

November 4, 2020

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities