Item 2. Unregistered Sales of Equity Securities
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Issuer Purchases of Equity Securities
The following table provides information regarding the Company’s purchases of its common stock during second quarter 2022.
Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs (3)
April 1, 2022 - April 30, 2022 — $ — — $ 41,464,736
May 1, 2022 - May 31, 2022 1,224,832 $ 60.78 1,224,832 $ 67,019,447
June 1, 2022 - June 30, 2022 — $ — — $ 67,019,447
Total 1,224,832 $ 60.78 1,224,832 $ 67,019,447
(1) Total number of shares purchased during each period reflects share purchase transactions that were completed (i.e., settled) during the period indicated.
(2) Shares were purchased pursuant to the 2014 Repurchase Program, $300 million of which was authorized by the Company’s Board of Directors in June 2014, with an additional $100 million authorized by the Company’s Board of Directors in each of June 2015, September 2017, December 2018, May 2019, and May 2022, respectively. The 2014 Repurchase Program has no expiration date. The Company may repurchase shares under the 2014 Repurchase Program through open market purchases, pre-arranged trading plans, or privately negotiated purchases.
(3) Amounts shown in this column reflect the amounts remaining under the 2014 Repurchase Program.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
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Item 6. EXHIBITS.
The following is a list of exhibits filed with this Quarterly Report on Form 10-Q:
Exhibit
Number Exhibit Description
3.1 Amended and Restated Bylaws of InterDigital Inc. (Exhibit 3.1 to InterDigital's Form 8-K dated July 13, 2022)
4.1 Indenture, dated May 27, 2022, between InterDigital, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (Exhibit 4.1 to InterDigital's Form 8-K dated May 24, 2022).
4.2 Form of 3.50% Senior Convertible Note due 2027 (included in Exhibit 4.1).
10.1 Purchase Agreement, dated May 24, 2022, between InterDigital, Inc. and BofA Securities Inc. and Jefferies LLC, as representatives of the several initial purchasers named in Schedule I attached thereto (Exhibit 10. 1 to InterDigital's Form 8-K dated May 24, 2022) .
10.2 Form of Convertible Note Hedge Transaction Confirmation (Exhibit 10. 2 to InterDigital's Form 8-K dated May 24, 2022) .
10.3 Form of Warrant Transaction Confirmation (Exhibit 10. 3 to InterDigital's Form 8-K dated May 24, 2022) .
10.4 Form of Unwind Agreement (Exhibit 10. 4 to InterDigital's Form 8-K dated May 24, 2022) .
10.5 Offer Letter between InterDigital, Inc. and Rajesh Pankaj dated June 1 6 , 2022.
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1+ Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2+ Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
101.INS Inline Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline Schema Document
101.CAL Inline Calculation Linkbase Document
101.DEF Inline Definition Linkbase Document
101.LAB Inline Labels Linkbase Document
101.PRE Inline Presentation Linkbase Document
104 Inline Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
______________________________
+ This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that InterDigital, Inc. specifically incorporates it by reference.
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SIGNATURES
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.
INTERDIGITAL, INC.
Date: August 4, 2022 /s/ LIREN CHEN
Liren Chen
President and Chief Executive Officer
Date: August 4, 2022 /s/ RICHARD J. BREZSKI
Richard J. Brezski
Chief 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.