1 unchanged sentence
Recent Sales of Unregistered Securities
−Removed: On August 20, 2021, we issued 3,627 shares of unregistered Common stock to the seller in partial consideration for our acquisition of certain assets and assumption of certain liabilities of MIS.
−Removed: See Note 5 to our condensed consolidated unaudited financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
−Removed: This issuance was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof.
−Removed: MIS represented to the Company that it was an “accredited investor” as defined in Rule 501(a) under the Securities Act and that it was acquiring the shares for investment and not with a view to the distribution thereof in violation of the Securities Act.
−Removed: Sales Agreement, dated August 6, 2021, by and between Watsco, Inc.
−Removed: and Robert W.
−Removed: Incorporated (filed as Exhibit 1.1 to our Current Report on Form 8-K on August 6, 2021 and incorporated herein by reference).
+Added: On March 14, 2022, we issued 21,532 shares of our Common stock to our Profit Sharing Retirement Plan & Trust (the “Plan”) representing the employer match under the Plan for the plan year ended December 31, 2021, without registration.
+Added: This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(2) thereof.
+Added: The Plan is a profit sharing retirement plan that is qualified under Section 401 of the Internal Revenue Code of 1986, as amended.
+Added: The assets of the Plan are held in a single trust fund for the benefit of our employees, and the Plan does not hold assets for the benefit of the employees of any other employer.
+Added: All of the contributions to the Plan from our employees have been invested in assets other than our Common stock.
+Added: We have contributed all of the Common stock held by the Plan as a discretionary matching contribution, which, at the time of contribution, was lower in value than the employee contributions that the contribution matched.
+Added: INDEX TO EXHIBITS
+Added: Twenty-third Amendment dated January 1, 2022 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc.
+Added: and Albert H.
+Added: Nahmad (filed as Exhibit 10.1(x) to our Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference).
+Added: Amended and Restated Sales Agreement dated February 25, 2022, by and between Watsco, Inc., Robert W.
+Added: Incorporated, and Goldman Sachs & Co.
+Added: LLC (filed as Exhibit 10.5(b) to our Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference).
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
The cover page from the Company’s Quarterly Report on Form 10-Q
−Removed: for the quarter ended September 30, 2021, formatted in Inline XBRL.
+Added: for the quarter ended March 31, 2022, formatted in Inline XBRL.
filed herewith.
furnished herewith.
+Added: Management contract or compensation plan or arrangement.
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.
−Removed: November 4, 2021
Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer)
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.