OPEN TEXT CORP 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds PURCHASE OF EQUITY SECURITIES OF THE COMPANY FOR THE THREE MONTHS ENDED DECEMBER 31, 2021 Period (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1) 10/01/21 to 10/31/21 — $ — — — 11/01/21 to 11/30/21 (2) 1,366,300 $ 51.21 1,250,000 12,510,483 12/01/21 to 12/31/21 (3) 843,259 $ 48.21 559,559 11,950,924 Total 2,209,559 $ 50.07 1,809,559 11,950.924 (1) On November 5, 2020, the Board authorized a share repurchase plan, pursuant to which we were authorized to purchase in open market transactions, from time to time over the 12 month period commencing November 12, 2020 and ending November 11, 2021, up to an aggregate of $350 million of our Common Shares, subject to a limit of 13,618,774 Common Shares. Prior to its expiration, there were 10,996,299 shares that were yet to be purchase under the plan authorized on November 5, 2020. On November 4, 2021 the Board authorized the renewal of its share repurchase plan pursuant to which we may purchase in open market transactions, from time to time over the 12 month period commencing November 12, 2021 and ending on November 11, 2022, up to an aggregate of $350 million of our Common Shares. The renewed repurchase plan is subject to a limit of 13,638,008 Common Shares. (2) Represents Common Shares repurchased in the open market. 1,250,000 of these Common Shares were repurchased and cancelled under our share repurchase plans. Of these, 122,475 Common Shares were repurchased and cancelled under our plan that expired November 11, 2021 and 1,127,525 Common Shares were repurchased and cancelled under our renewed repurchase plan that commenced on November 12, 2021. The remainder of the repurchases are held in trust for the purpose of potential reissuance under our LTIP or other plans. For more details, please see "Treasury Stock" under note 13 "Share Capital, Option Plans and Share-based Payments" to our Condensed Consolidated Financial Statements. (3) Represents Common Shares repurchased in the open market. 559,559 of these Common Shares were repurchased and cancelled under our share repurchase plans. The remainder of the repurchases are held in trust for the purpose of potential reissuance under our LTIP or other plans. For more details, please see "Treasury Stock" under note 13 "Share Capital, Option Plans and Share-based Payments" to our Condensed Consolidated Financial Statements. 75 . Item 6. Exhibits The following documents are filed as a part of this report: Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of November 7, 2021, by and among Open Text Corporation and Zix Corporation. (1) 4.1 Indenture governing the Company’s 3.875% Senior Notes due 2029, dated as of November 24, 2021, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee. (2) 4.2 Indenture governing OTHI’s 4.125% Senior Notes due 2031, dated as of November 24, 2021, among OTHI, the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee. ( 2 ) 31.1 Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS 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. 101.SCH Inline XBRL taxonomy extension schema. 101.CAL Inline XBRL taxonomy extension calculation linkbase. 101.DEF Inline XBRL taxonomy extension definition linkbase. 101.LAB Inline XBRL taxonomy extension label linkbase. 101.PRE Inline XBRL taxonomy extension presentation. (1) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 8, 2021 and incorporated herein by reference. (2) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 24, 2021 and incorporated herein by reference. 76 . SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OPEN TEXT CORPORATION Date: February 3, 2022 By: /s/ MARK J. BARRENECHEA Mark J. Barrenechea Vice Chair, Chief Executive Officer and Chief Technology Officer (Principal Executive Officer) /s/ MADHU RANGANATHAN Madhu Ranganathan Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ HOWARD ROSEN Howard Rosen Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 77