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Item 2. Unregistered Sales of Equity Securities

2020-10-30 compared with 2020-07-31 · 50 added, 13 removed, 5 unchanged (93% of the section changed)

1 unchanged sentence

Total Number of Shares Purchased (1)

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Average Price Paid Per Share

Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs (2)

April 1-30, 2020

May 1-31, 2020

June 1-30, 2020 (3)

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 Average Price Paid Per Share Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs (2)

July 1-31, 2020 (3)

108,173 $ 71.61 108,173 $ 71.61 5,277,444

Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in connection with stock swap option exercise transactions and 10,000 shares purchased in open market transactions by the President and Chief Executive Officer of the Company.

This purchase was previously disclosed on a Form 4 filed with the Securities and Exchange Commission.

August 1-31, 2020 297,805 70.16 297,805 70.16 4,979,639

September 1-30, 2020 911,085 66.61 906,085 66.60 4,073,554

Total 1,317,063 67.82 1,312,063 67.82

___________________________

(1) Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in connection with stock swap option exercise transactions, if any.

Also includes 5,000 shares purchased in open market transactions by the President and Chief Executive Officer of the Company, which were previously disclosed on a Form 4 filed with the Securities and Exchange Commission.

(2) Our Board of Directors authorized share repurchase programs in October 2019 and January 2019 to repurchase up to 6.0 million and 3.3 million shares of our common stock, respectively, and these authorizations have no expiry.

Purchases may be made from time to time, at management’s discretion, in the open market or in privately negotiated transactions, including through the use of derivative financial instruments and accelerated share repurchase programs.

As of June 30, 2020 , we had repurchased all of the shares of the January 2019 authorized amount, and there were a total of 5.4 million shares available for repurchase under our October 2019 share repurchase program.

As of June 30, 2020 , we had unsettled market share repurchases under a $15.0 million accelerated share repurchase program, of which 0.1 million shares are included in our total number of shares purchased during June 2020.

program, which was completed on July 17, 2020, we repurchased a total of 0.2 million shares of our common stock at an average price of $72.00 per share.

As of September 30, 2020, we had repurchased all of the shares of the January 2019 authorized amount, and there were a total of 4.1 million shares available for repurchase under our October 2019 share repurchase program.

(3) Includes 0.1 million shares delivered upon completion of a $15.0 million accelerated share repurchase program entered into in June 2020 and completed in July 2020, under which we repurchased a total of 0.2 million shares of our common stock at an average price of $72.00 per share.

The exhibits are listed on the Exhibit Index and are included elsewhere in this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

4.1 Indenture for Junior Subordinated Notes between Affiliated Managers Group, Inc., as issuer, and U.S.

Bank National Association, as trustee, dated as of March 27, 2019 (incorporated by reference to Exhibit 4.1 to Affiliated Managers Group, Inc.’s Form 8-K, dated March 27, 2019).

4.2 Second Supplemental Indenture, dated as of September 23, 2020, between Affiliated Managers Group, Inc., as issuer, and U.S.

Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to Exhibit 4.2 to Affiliated Managers Group, Inc.’s Form 8-K, dated September 23, 2020).

31.1 Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1 Certification of Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

32.2 Certification of Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101 The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Statements of Income for the three- and nine-month periods ended September 30, 2020 and 2019, (ii) the Consolidated Statements of Comprehensive Income for the three- and nine-month periods ended September 30, 2020 and 2019, (iii) the Consolidated Balance Sheets at September 30, 2020 and December 31, 2019, (iv) the Consolidated Statements of Changes in Equity for the three- and nine-month periods ended September 30, 2020 and 2019, (v) the Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2020 and 2019, and (vi) the Notes to the Consolidated Financial Statements

104 The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101

* Filed herewith

** Furnished herewith

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.