15 unchanged sentences
The stock price performance on the following graph is not necessarily indicative of future stock price performance.
−Removed: Table of Conten t s
Company/Index 1/31/2018 1/31/2019 1/31/2020 1/31/2021 1/31/2022 1/31/2023
4 unchanged sentences
Recent Sales of Unregistered Securities
−Removed: During the three months ended January 31, 2022, we issued 109 shares of our unregistered Class A common stock to holders of our 2022 Notes upon settlement of conversion of an immaterial aggregate principal amount of such notes.
−Removed: This share amount represents the conversion value of the 2022 Notes in excess of the principal amount converted.
−Removed: These shares of our Class A common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.
−Removed: For further information, see Note 11, Debt , of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.
−Removed: Additionally, in connection with our acquisition of VNDLY during the three months ended January 31, 2022, we agreed to issue 152,384 shares of our Class A common stock to certain key VNDLY employees (“VNDLY reserved shares”), with 50% of such shares to be issued following the first anniversary of the closing date of the acquisition and the remaining 50% to be issued following the second anniversary of the closing date, subject to service conditions.
−Removed: These shares of our Class A common stock will be issued in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act:
−Removed: Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act.
−Removed: For further information, see Note 7, Business Combinations , of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.
−Removed: Table of Conten t s
Purchases of Equity Securities by the Issuer and Affiliated Purchases
−Removed: The table below sets forth information regarding our purchases of our Class A common stock during the three months ended January 31, 2022.
−Removed: The shares purchased represent the exercise of the convertible note hedges relating to the partial early conversion of the 2022 Notes.
−Removed: For further information, see Note 11, Debt , of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.
−Removed: 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
+Added: The table below sets forth information regarding our purchases of our Class A common stock during the three months ended January 31, 2023 (in thousands, except per share data):
+Added: Period Total Number of Shares Purchased (1)
+Added: Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
+Added: Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
November 1, 2022 - November 30, 2022 — $ — — $ —
1 unchanged sentence
January 1, 2023 - January 31, 2023 269 165.76 269 425,334
−Removed: Table of Conten t s
+Added: Total 450 450
+Added: (1) In November 2022, our Board of Directors authorized the repurchase of up to $500 million of our outstanding shares of Class A common stock.
+Added: We may repurchase shares of Class A common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in accordance with applicable securities laws and other restrictions.
+Added: The timing and total amount of shares repurchased will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.
+Added: The Share Repurchase Program has a term of 18 months, may be suspended or discontinued at any time, and does not obligate us to acquire any amount of Class A common stock.
+Added: All repurchases disclosed in this table were made pursuant to the publicly announced Share Repurchase Program.
+Added: For further information, see Note 14, Stockholders’ Equity of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.
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.