ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: (a) Sales of Unregistered Securities during the Quarter ended March 31, 2022
−Removed: During the quarter ended March 31, 2022, Xerox Holdings Corporation issued the following securities in transactions that were not registered under the Securities Act of 1933, as amended (the Act).
−Removed: Annual Director Fees:
−Removed: (a) Securities issued on February 17, 2022:
−Removed: Xerox Holdings Corporation issued an aggregate of 520 units - 371 deferred stock units (DSUs) and 149 restricted stock units (RSUs), representing the right to receive shares of Common Stock, par value $1 per share, at a future date.
−Removed: (b) No underwriters participated.
−Removed: The DSUs were issued to Scott Letier and Steven D.
−Removed: Miller and the RSUs were issued to James L.
−Removed: Nelson, non-employee Directors of Xerox Holdings Corporation.
−Removed: (c) The DSUs and RSUs were issued at a deemed purchase price of $22.54 per DSU or RSU (aggregate price $11,721), based upon the market value of our Common Stock 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)).
−Removed: The number of DSUs and RSUs awarded were prorated to reflect payment of their fees for serving on the newly formed Technology Committee (February 2022 - May 2022).
−Removed: (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: Dividend Equivalents:
−Removed: (a) Securities issued on January 31, 2022:
−Removed: Xerox Holdings Corporation issued 2,798 DSUs, representing the right to receive shares of Common Stock, par value $1 per share, at a future date.
−Removed: (b) No underwriters participated.
−Removed: The DSUs were issued to each of the non-employee Directors of Xerox Holdings Corporation and to two former non-employee Directors of Xerox Corporation:
−Removed: Jonathan Christodoro, Keith Cozza, Joseph J.
−Removed: Echevarria, Nicholas Graziano, Cheryl Gordon Krongard, Scott Letier, Jesse A.
−Removed: Lynn, Nichelle Maynard-Elliott, Steven D.
−Removed: Miller, and Margarita Paláu-Hernández.
−Removed: (c) The DSUs were issued at a deemed purchase price of $22.795 per DSU (aggregate price $63,780), based upon the market value of our Common Stock 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 2021 (the 2021 Restatement)).
−Removed: (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: Xerox 2022 Form 10-Q 62
−Removed: (b) Issuer Purchases of Equity Securities during the Quarter ended March 31, 2022
+Added: (b) Issuer Purchases of Equity Securities during the Quarter ended June 30, 2022
Repurchases of Xerox Holdings Corporation's Common Stock, par value $1 per share, include the following:
Board Authorized Share Repurchase Program:
−Removed: Total Number of Shares Purchased Average Price Paid per Share (1)
−Removed: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
−Removed: Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
−Removed: January 1 through 31 3,666,387 $ 22.06 3,666,387 $ 31,823,523
−Removed: February 1 through 28 1,507,539 21.11 1,507,539 —
−Removed: March 1 through 31 — — — —
−Removed: Total 5,173,926 5,173,926
−Removed: ____________________________
−Removed: (1) Exclusive of fees and expenses.
−Removed: (2) Of the $500 million of share repurchase authority previously granted by Xerox Holdings Corporation's Board of Directors, exclusive of fees and expenses, approximately $500 million has been used through March 31, 2022.
−Removed: Repurchases may be made on the open market, or through derivative or negotiated contracts.
−Removed: 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.
+Added: There were no repurchases of Xerox Holdings Common Stock for the quarter ended June 30, 2022.
+Added: Of the $500 million of share repurchase authority previously granted by Xerox Holdings Corporation's Board of Directors, exclusive of fees and expenses, approximately $500 million has been used through June 30, 2022.
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 31 403,142 $ 23.82 n/a n/a
−Removed: February 1 through 28 3,889 22.26 n/a n/a
−Removed: March 1 through 31 514 19.71 n/a n/a
−Removed: Total 407,545
+Added: April 1 through 30 5,974 $ 19.99 n/a n/a
+Added: May 1 through 31 — — n/a n/a
+Added: June 1 through 30 — — n/a n/a
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5 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.