Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased Average
Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Plans or Programs (1)
July 1, 2021 – July 31, 2021 — $ — — $ —
August 1, 2021 – August 31, 2021 — $ — — $ —
September 1, 2021 – September 30, 2021 29,035 $ 154.84 29,035 $ 246
Total 29,035 $ 154.84 29,035 $ 246
_________________________
(1) During the third quarter of 2021, our Board of Directors authorized a share repurchase program under which we may purchase shares of our common stock for an aggregate purchase price not to exceed $250 million, prior to December 31, 2022.
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Item 6. Exhibits
All documents referenced below are being filed as a part of this Quarterly Report on Form 10-Q, unless otherwise noted.
Exhibit Number Description Filed
Herewith Incorporation By Reference From
Form Exhibit Date Filed
2.1
Agreement and Plan of Merger by and among Marriott Vacations Worldwide Corporation, Sommelier Acquisition Corp., Champagne Resorts, Inc., Welk Hospitality Group, Inc. and the Shareholder Representative, dated as of January 26, 2021 8-K 2.1 1/26/2021
3.1
Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation
8-K 3.1 11/22/2011
3.2
Restated Bylaws of Marriott Vacations Worldwide Corporation
8-K 3.2 11/22/2011
4.1
Form of certificate representing shares of common stock, par value $0.01 per share, of Marriott Vacations Worldwide Corporation
10 4.1 10/14/2011
4.2
Indenture between Marriott Vacations Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, dated September 25, 2017
10-Q 4.1 11/2/2017
4.3
Form of 1.50% Convertible Senior Note due 2022 (included as Exhibit A to Exhibit 4.2 above)
10-Q 4.1 11/2/2017
4.4
Joinder Agreement to Registration Rights Agreement, dated as of September 1, 2018, by and among ILG, LLC, the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the representative of the initial purchasers 8-K 4.8 9/5/2018
4.5
Indenture, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 10/1/2019
4.6
Supplemental Indenture, dated December 31, 2019, by and among Marriott Ownership Resorts, Inc., MVW Vacations, LLC and the Bank of New York Mellon Trust Company, N.A., as trustee 10-K 4.12 3/2/2020
4.7
Second Supplemental Indenture, dated February 26, 2020, by and among Marriott Ownership Resorts, Inc., MVW Services Corporation, and the Bank of New York Mellow Trust Company, N.A., as trustee 10-K 4.13 3/2/2020
4.8
Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.5 above) 8-K 4.2 10/1/2019
4.9
Registration Rights Agreement, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and J.P. Morgan Securities LLC 8-K 4.3 10/1/2019
4.10
Indenture, dated as of May 13, 2020, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent 8-K 4.1 5/15/2020
4.11
Form of 6.125% Senior Secured Notes due 2025 (included as Exhibit A to Exhibit 4.10) 8-K 4.1 5/15/2020
4.12
Indenture, dated as of February 2, 2021, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc. and the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 2/3/2021
4.13
Form of 0.00% Convertible Senior Note due 2026 (included as Exhibit A to Exhibit 4.12 above) 8-K 4.1 2/3/2021
4.14
Indenture, dated as of June 21, 2021, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 6/22/2021
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Exhibit Number Description Filed
Herewith Incorporation By Reference From
Form Exhibit Date Filed
4.15
Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.14 above) 8-K 4.2 6/22/2021
4.16
Description of Registered Securities 10-K 4.16 3/2/2020
10.1
Waiver to Credit Agreement, dated as of May 14, 2020, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., the Revolving Credit Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 8-K 4.3 5/15/2020
22.1
List of the Issuer and its Guarantor Subsidiaries 10-Q 22.1 11/5/2020
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X
32.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 Furnished
32.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 Furnished
101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL: (i) Interim Consolidated Statements of Income, (ii) Interim Consolidated Statements of Comprehensive Income, (iii) Interim Consolidated Balance Sheets, (iv) Interim Consolidated Statements of Cash Flows, (v) Interim Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Interim Consolidated Financial Statements
104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL and contained in Exhibit 101
*
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies to the SEC of any omitted schedule upon request by the SEC.
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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.
MARRIOTT VACATIONS WORLDWIDE CORPORATION
Date: November 8, 2021 /s/ Stephen P. Weisz
Stephen P. Weisz
Chief Executive Officer
/s/ Anthony E. Terry
Anthony E. Terry
Executive Vice President and Chief Financial Officer
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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.