Xerox Holdings Corp 10-Q

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (a) Sales of Unregistered Securities during the Quarter ended June 30, 2020 During the quarter ended June 30, 2020, Xerox Holdings Corporation issued the following securities in transactions that were not registered under the Securities Act of 1933, as amended (the Act). Annual Director Fees: (a) Securities issued on May 21, 2020: Xerox Holdings Corporation issued 69,228 deferred stock units (DSUs), representing the right to receive shares of Common Stock, par value $1 per share, at a future date. (b) No underwriters participated. The shares were issued to each of the non-employee Directors of Xerox Holdings Corporation: Jonathan Christodoro, Keith Cozza, Joseph J. Echevarria, Nicholas Graziano, Cheryl Gordon Krongard, and Scott Letier. (c) The DSUs were issued at a deemed purchase price of $17.335 per DSU (aggregate price $1,200,067), based upon the market value on the date of issuance, in payment of the Annual Director's fees pursuant to Xerox Holdings Corporation's 2004 Equity Compensation Plan for Non-Employee Directors (as amended and restated in 2019 (the 2019 Restatement)). (d) Exemption from registration under the Act was claimed based upon Section 4(2) as a sale by an issuer not involving a public offering. Dividend Equivalent: (a) Securities issued on April 30, 2020: Xerox Holdings Corporation issued 2,339 DSUs, representing the right to receive shares of Common Stock, par value $1 per share, at a future date. (b) No underwriters participated. The shares were issued to each of the non-employee Directors of Xerox Holdings Corporation and to two former non-employee Directors of Xerox Corporation: Gregory Q. Brown, Jonathan Christodoro, Keith Cozza, Joseph J. Echevarria, Nicholas Graziano, Cheryl Gordon Krongard, Scott Letier and Sara Martinez Tucker. (c) The DSUs were issued at a deemed purchase price of $17.51 per DSU (aggregate price $40,956), based upon the market value on the date of record, in payment of the dividend equivalents due to DSU holders pursuant to Xerox Holdings Corporation's 2004 Equity Compensation Plan for Non-Employee Directors (as amended and restated in 2019 (the 2019 Restatement)). (d) Exemption from registration under the Act was claimed based upon Section 4(2) as a sale by an issuer not involving a public offering. (b) Issuer Purchases of Equity Securities during the Quarter ended June 30, 2020 Repurchases of Xerox Holdings Corporation's Common Stock, par value $1 per share, include the following: Board Authorized Share Repurchase Program: There were no repurchases of Xerox Holdings Common Stock pursuant to Board authorized share repurchase programs during the second quarter of 2020 or through the date of this filing, July 30, 2020. Of the $1.0 billion of share repurchase authority previously granted by Xerox Holdings Corporation's Board of Directors, exclusive of fees and expenses, approximately $300 million has been used through June 30, 2020 and the maximum approximate dollar value of shares that may yet be purchased under that authority is $700,027,664. Repurchases may be made on the open market, or through derivative or negotiated contracts. Open-market repurchases will be made in compliance with the Securities and Exchange Commission's Rule 10b-18, and are subject to market conditions, as well as applicable legal and other considerations. Repurchases Related to Stock Compensation Programs (1) : Total Number of Shares Purchased Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs April 1 through 30 63,972 $ 18.71 n/a n/a May 1 through 31 10,159 14.89 n/a n/a June 1 through 30 — — n/a n/a Total 74,131 ____________________________ (1) These repurchases are made under a provision in our restricted stock compensation programs for the indirect repurchase of shares through a net-settlement feature upon the vesting of shares in order to satisfy minimum statutory tax-withholding requirements. (2) Exclusive of fees and costs. Xerox 2020 Form 10-Q 72 ITEM 3 — DEFAULTS UPON SENIOR SECURITIES None. ITEM 4 — MINE SAFETY DISCLOSURES Not applicable.