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Recent Sales of Unregistered Securities
−Removed: During the three months ended October 31, 2022, we issued 633,748 shares of our unregistered Class A common stock to holders of our 2022 Notes upon settlement of conversion of an aggregate principal amount of $1.15 billion 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 10, Debt , of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Purchases of Equity Securities by the Issuer
−Removed: The table below sets forth information regarding our purchases of our Class A common stock during the three months ended October 31, 2022.
−Removed: The shares purchased represent the exercise of the convertible note hedges relating to the 2022 Notes.
−Removed: For further information, see Note 10, Debt , of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 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
−Removed: August 1, 2022 - August 31, 2022 — $ — — —
−Removed: September 1, 2022 - September 30, 2022 — — — —
−Removed: October 1, 2022 - October 31, 2022 633,996 154.25 — —
−Removed: Total 633,996 —
+Added: We did not purchase any of our Class A common stock during the three months ended April 30, 2023.
+Added: 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: As of April 30, 2023, we were authorized to purchase a remaining $425 million of our outstanding shares of Class A common stock under the Share Repurchase Program.
+Added: For further information, see Note 13, Stockholders’ Equity , of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
DEFAULTS UPON SENIOR SECURITIES
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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.