Item 2. Unregistered Sales of Equity Securities
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Sales of Unregistered Securities during the Quarter ended March 31, 2021
During the quarter ended March 31, 2021, Xerox Holdings Corporation issued the following securities in transactions that were not registered under the Securities Act of 1933, as amended (the Act).
Dividend Equivalent:
(a) Securities issued on January 29, 2021: Xerox Holdings Corporation issued 1,947 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 $22.995 per DSU (aggregate price $44,771), 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 March 31, 2021
In January 2021, the Xerox Holdings Corporation's Board of Directors authorized an additional $100 million of share repurchase authority, bringing the total authorization of the already existing share repurchase program to $1.1 billion (excluding fees and expenses).
Repurchases of Xerox Holdings Corporation's Common Stock, par value $1 per share, include the following:
Board Authorized Share Repurchase Program:
Total Number of Shares Purchased Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
January 1 through 31 — $ — — $500,450,199
February 1 through 28 3,698,545 23.67 3,698,545 412,918,420
March 1 through 31 3,005,520 24.86 3,005,520 338,195,131
Total 6,704,065 6,704,065
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(1) Exclusive of fees and expenses.
(2) Of the $1.1 billion of share repurchase authority previously granted by Xerox Holdings Corporation's Board of Directors, exclusive of fees and expenses, approximately $762 million has been used through March 31, 2021. 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.
Xerox 2021 Form 10-Q 59
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
January 1 through 31 168,032 $ 23.00 n/a n/a
February 1 through 28 498 23.35 n/a n/a
March 1 through 31 646 24.97 n/a n/a
Total 169,176
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(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 expenses.
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 — MINE SAFETY DISCLOSURES
Not applicable.