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 describes the Company’s purchases of common stock during the first quarter of fiscal 2021:
Period
Total Number of
Shares Purchased
Average
Price Paid
Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or Programs
Maximum Number (or
Approximate Dollar
Value) of Shares
that May Yet Be
Purchased Under the
Plans or Programs (a)
April 1 – April 30, 2020
_______
_______
_______
$46,985,524
May 1 – May 31, 2020
57,559 (b)
$5.35
_______
$46,985,524
June 1 – June 30, 2020
75,743 (b)
$6.28
_______
$46,985,524
Total
133,302 (b)
$5.88
_______
(a)
Effective October 30, 2018, the Board of Directors approved a two-year, $50.0 million share repurchase program, which allows the Company to repurchase Modine common stock through solicited and unsolicited transactions in the open market or in privately-negotiated or other transactions, at such times and prices and upon such other terms as the authorized officers of the Company deem appropriate. The Company did not repurchase any of its common stock under the repurchase program during the first quarter of fiscal 2021.
(b)
Consists of shares delivered back to the Company by employees and/or directors to satisfy tax withholding obligations that arise upon the vesting of stock awards. The Company, pursuant to its equity compensation plans, gives participants the opportunity to turn back to the Company the number of shares from the award sufficient to satisfy tax withholding obligations that arise upon the termination of restrictions. These shares are held as treasury shares.
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Item 6.
Exhibits.
(a) Exhibits :
Exhibit No.
Description
Incorporated Herein By
Reference To
Filed
Herewith
3.1
Bylaws of Modine Manufacturing Company, as amended, effective June 17, 2020.
Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated June 17, 2020
10.1
2020 Incentive Compensation Plan.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 23, 2020
10.2
Form of Fiscal 2021 Modine Non-Employee Director Restricted Stock Unit Award Agreement.
Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated July 23, 2020
31.1
Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer.
X
32.1
Section 1350 Certification of Michael B. Lucareli, Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer.
X
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
X
101.SCH
Inline XBRL Taxonomy Extension Schema
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
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SIGNATURE
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.
MODINE MANUFACTURING COMPANY
(Registrant)
By: /s/ Michael B. Lucareli
Michael B. Lucareli, Interim President and Chief Executive Officer and Vice President, Finance and
Chief Financial Officer*
Date: August 5, 2020
* Executing as both the principal financial officer and a duly authorized officer of the Company
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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.