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Sales Of Unregistered Securities During the Quarter Ended December 31, 2022
−Removed: During the quarter ended December 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).
−Removed: Annual Director Fees
−Removed: (a) Securities issued on November 11, 2021:
−Removed: Xerox Holdings Corporation issued 8,683 deferred stock units (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 Jesse A.
−Removed: Lynn, a non-employee Director of Xerox Holdings Corporation.
−Removed: Lynn joined the Board of Directors in November 2021.
−Removed: (c) The DSUs were issued at a deemed purchase price of $19.82 per DSU (aggregate price $172,097), 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 awarded was prorated to reflect that Mr.
−Removed: Lynn joined the Board of Directors in November 2021.
−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 November 1, 2021:
−Removed: Xerox Holdings Corporation issued 3,139 deferred stock units (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, two former non-employee Directors of Xerox Corporation and one former non-employee Director of Xerox Holdings Corporation:
−Removed: Jonathan Christodoro, Keith Cozza, Joseph J.
−Removed: Echevarria, Nicholas Graziano, Aris Kekedjian, Cheryl Gordon Krongard, Scott Letier, Nichelle Maynard-Elliott, Steven D.
−Removed: Miller and Margarita Paláu-Hernández.
−Removed: (c) The DSUs were issued at a deemed purchase price of $20.35 per DSU (aggregate price $63,879), 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.
+Added: There were no unregistered sales of securities for the quarter ended December 31, 2022.
Issuer Purchases of Equity Securities During the Quarter Ended December 31, 2022
−Removed: In October 2021, the Xerox Holdings Corporation's Board of Directors authorized a $500 million share repurchase program (exclusive of any commissions and other transaction fees and costs related thereto).
−Removed: This program replaced the approximate $450 thousand of authority remaining under Xerox Holdings Corporation's previously authorized $1.1 billion share repurchase program.
−Removed: Repurchases of Xerox Holdings Corporation’s Common Stock, par value $1 per share, include the following:
−Removed: 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)(3)
−Removed: October 1 through 31 — $ — — $ 500,000,000
−Removed: November 1 through 30 10,725,717 19.59 10,725,717 289,936,457
−Removed: December 1 through 31 8,675,191 20.43 8,675,191 112,688,535
−Removed: Total 19,400,908 19,400,908
−Removed: _____________
−Removed: (1) Exclusive of fees and expenses.
−Removed: (2) Of the $500 million of share repurchase authority previously granted by the Xerox Holdings Corporation's Board of Directors, exclusive of fees and expenses, approximately $387 million has been used through December 31, 2021.
−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.
−Removed: (3) Balances do not include the remaining authority of approximately $450 thousand under Xerox Holdings Corporation's previously authorized share repurchase program, which was cancelled by Xerox Holdings Corporation's Board of Directors in October 2021.
−Removed: Xerox 2021 Annual Report 25
+Added: There were no repurchases of Xerox Holdings Corporation's Common Stock for the quarter ended December 31, 2022 pursuant to share repurchase programs authorized by Xerox Holdings' Board of Directors.
+Added: Of the $500 million of share repurchase authority previously granted by the board, exclusive of fees and expenses, approximately $500 million has been used through December 31, 2022.
Repurchases Related to Stock Compensation Programs (1) :
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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.