ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: (a) Sales of Unregistered Securities during the Quarter ended March 31, 2021
−Removed: 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).
+Added: (a) Sales of Unregistered Securities during the Quarter ended June 30, 2021
+Added: During the quarter ended June 30, 2021, Xerox Holdings Corporation issued the following securities in transactions that were not registered under the Securities Act of 1933, as amended (the Act).
+Added: Annual Director Fees:
+Added: (a) Securities issued on May 20, 2021:
+Added: Xerox Holdings Corporation issued an aggregate of 120,399 shares - 107,770 deferred stock units (DSUs) and 12,629 restricted stock units (RSUs), representing the right to receive shares of Common Stock, par value $1 per share, at a future date.
+Added: For 2021, the Board determined that both the cash portion and equity portion of the annual director fees would be paid in the form of equity.
+Added: (b) No underwriters participated.
+Added: The shares were issued to each of the non-employee Directors of Xerox Holdings Corporation:
+Added: Keith Cozza, Joseph J.
+Added: Echevarria, Aris Kekedjian, Cheryl Gordon Krongard, Scott Letier, Nichelle Maynard-Elliott, Steven D.
+Added: Miller, James L.
+Added: Nelson and Margarita Paláu-Hernández.
+Added: (c) The DSUs and RSUs were issued at a deemed purchase price of $23.755 per DSU or RSU (aggregate price $2,860,078), 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 2021 (the 2021 Restatement)).
+Added: (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:
−Removed: (a) Securities issued on January 29, 2021:
+Added: (a) Securities issued on April 30, 2021:
Xerox Holdings Corporation issued 1,860 DSUs, representing the right to receive shares of Common Stock, par value $1 per share, at a future date.
5 unchanged sentences
(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.
−Removed: (b) Issuer Purchases of Equity Securities during the Quarter ended March 31, 2021
−Removed: 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).
+Added: Xerox 2021 Form 10-Q 64
+Added: (b) Issuer Purchases of Equity Securities during the Quarter ended June 30, 2021
Repurchases of Xerox Holdings Corporation's Common Stock, par value $1 per share, include the following:
3 unchanged sentences
Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
−Removed: January 1 through 31 — $ — — $500,450,199
−Removed: February 1 through 28 3,698,545 23.67 3,698,545 412,918,420
−Removed: March 1 through 31 3,005,520 24.86 3,005,520 338,195,131
+Added: April 1 through 30 3,722,224 $ 24.65 3,722,224 $ 246,457,419
+Added: May 1 through 31 3,525,437 23.86 3,525,437 162,335,166
+Added: June 1 through 30 3,115,061 23.93 3,115,061 87,806,339
Total 10,362,722 10,362,722
1 unchanged sentence
(1) Exclusive of fees and expenses.
−Removed: (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.
+Added: (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 $1,012 million has been used through June 30, 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.
−Removed: Xerox 2021 Form 10-Q 59
Repurchases Related to Stock Compensation Programs (1) :
1 unchanged sentence
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
−Removed: January 1 through 31 168,032 $ 23.00 n/a n/a
−Removed: February 1 through 28 498 23.35 n/a n/a
−Removed: March 1 through 31 646 24.97 n/a n/a
+Added: April 1 through 30 284,598 $ 25.04 n/a n/a
+Added: May 1 through 31 105,383 24.21 n/a n/a
+Added: June 1 through 30 — — n/a n/a
Total 389,981
6 unchanged sentences
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.