Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information regarding our purchases of shares of our common stock during the third quarter of 2022 related to our stock repurchase program:
Period (1)
Total Number of Shares Purchased (2)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
August 1, 2022 - August 28, 2022 31,504 $ 317.15 31,504 $ 819,488,363
August 29, 2022 - October 2, 2022 23,092 303.09 23,092 812,489,434
October 3, 2022 - October 30, 2022 — — — 812,489,434
Total 54,596 54,596
__________
(1) Monthly information is presented by reference to our fiscal periods during our third quarter of 2022.
(2) On March 23, 2022, our board of directors approved a stock repurchase program of up to $1.0 billion of our common shares on the open market or in privately negotiated transactions. The repurchase plan has no time limit and does not require the repurchase of a minimum number of shares. Common shares repurchased on the open market are at prevailing market prices, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934. The timing and actual number of common shares to be repurchased will depend upon market conditions, eligibility to trade, and other factors.
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The following table provides information regarding our purchases of shares of our common stock during the third quarter of 2022 related to our Employee Share Purchase Plan:
Period (1)
Total Number of Shares Purchased (2)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
August 1, 2022 - August 28, 2022 6,697 $ 319.42 6,697 4,540,279
August 29, 2022 - October 2, 2022 11,512 313.63 11,512 4,528,767
October 3, 2022 - October 30, 2022 7,439 308.03 7,439 4,521,328
Total 25,648 25,648
__________
(1) Monthly information is presented by reference to our fiscal periods during our third quarter of 2022.
(2) The ESPP was approved by our board of directors and stockholders in September 2007. All shares purchased under the ESPP are purchased on the Nasdaq Global Select Market (or such other stock exchange as we may designate). Unless our board terminates the ESPP earlier, it will continue until all shares authorized for purchase have been purchased. The maximum number of shares authorized to be purchased under the ESPP was 6,000,000.
Excluded from this disclosure are shares withheld to settle statutory employee tax withholding related to the vesting of stock-based compensation awards.
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ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit
No. Exhibit Title Filed
Herewith Form Exhibit
No. File No. Filing
Date
10.1* Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)
X
31.1 Certification of principal executive officer Pursuant to Exchange Act Rule 13a-14(a)
X
31.2 Certification of principal financial and accounting officer Pursuant to Exchange Act Rule 13a-14(a)
X
32.1** Certification of principal executive officer and principal financial and accounting officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following unaudited interim consolidated financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 30, 2022, formatted in iXBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Unaudited Interim Consolidated Financial Statements X
104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)
X
* Denotes a compensatory plan, contract, or arrangement, in which our directors or executive officers may participate.
** Furnished herewith.
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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.
lululemon athletica inc.
By: /s/ M EGHAN F RANK
Meghan Frank
Chief Financial Officer
(principal financial and accounting officer)
Dated: December 8, 2022
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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.