Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Issuances of Unregistered Securities
−Removed: On January 3, 2020, in connection with the closing of the acquisition of Honey Science Corporation (“Honey”), the Company issued 2,433,499 shares of deferred and restricted shares to certain former holders of Honey equity securities (the “Honey Securityholders”) in exchange for certain Honey shares, with an aggregate value of approximately $265 million.
−Removed: The deferred and restricted shares are subject to repurchase or forfeiture in certain circumstances and vest over three years.
−Removed: The deferred and restricted shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon one or more of the following exemptions:
−Removed: Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and/or Regulation S promulgated under the Securities Act.
Repurchases of Equity Securities
−Removed: In April 2017, our Board of Directors authorized a stock repurchase program that provided for the repurchase of up to $5 billion of our common stock, with no expiration from the date of authorization.
−Removed: In July 2018, our Board of Directors authorized an additional stock repurchase program that provides for the repurchase of up to $10 billion of our common stock, with no expiration from the date of authorization.
−Removed: This program became effective during the first quarter of 2020 upon completion of the April 2017 stock repurchase program.
−Removed: Our stock repurchase programs are intended to offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, may also be used to make opportunistic repurchases of our common stock to reduce outstanding share count.
−Removed: Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions including accelerated share repurchase agreements or other means at times and in such amounts as management deems appropriate, and will be funded from our working capital or other financing alternatives.
+Added: In July 2018, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $10 billion of our common stock, with no expiration from the date of authorization.
+Added: Our stock repurchase program is intended to offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, may also be used to make opportunistic repurchases of our common stock to reduce outstanding share count.
+Added: Any share repurchases under our stock repurchase program may be made through open market transactions, block trades, privately negotiated transactions including accelerated share repurchase agreements or other means at times and in such amounts as management deems appropriate, and will be funded from our working capital or other financing alternatives.
Moreover, any stock repurchases are subject to market conditions and other uncertainties and we cannot predict if or when any stock repurchases will be made.
−Removed: We may terminate our stock repurchase programs at any time without prior notice.
−Removed: The stock repurchase activity under our stock repurchase programs during the three months ended March 31, 2020 is summarized below:
−Removed: Total number of shares purchased
−Removed: Average price
+Added: We may terminate our stock repurchase program at any time without prior notice.
+Added: The stock repurchase activity under our stock repurchase program during the three months ended June 30, 2020 is summarized below:
+Added: Total number of shares purchased Average price
paid per share (1)
−Removed: Total number of shares purchased as part of publicly announced plans or programs
−Removed: Approximate dollar value of shares that may yet be purchased under the plans or programs
+Added: Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs
(In millions, except per share amounts)
−Removed: Balance as of December 31, 2019
−Removed: January 1, 2020 through January 31, 2020
−Removed: February 1, 2020 through February 29, 2020
−Removed: March 1, 2020 through March 31, 2020
Balance as of March 31, 2020 $ 9,268
+Added: April 1, 2020 through April 30, 2020 — $ — — 9,268
+Added: May 1, 2020 through May 31, 2020 — $ — — 9,268
+Added: June 1, 2020 through June 30, 2020 1.4 $ 161.96 1.4 9,048
+Added: Balance as of June 30, 2020 1.4 1.4 $ 9,048
(1) Average price paid per share for open market purchases includes broker commissions.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.