ZIFF DAVIS, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Unregistered Sales of Equity Securities None. (b) Issuer Purchases of Equity Securities Effective February 15, 2012, the Company’s Board of Directors approved a program authorizing the repurchase of up to five million shares of our common stock through February 20, 2013 (the “2012 Program”) which was subsequently extended through February 20, 2021. Cumulatively at June 30, 2020, 3.9 million shares were repurchased under the 2012 Program at an aggregate cost of $196.2 million (including an immaterial amount of commission fees). In July 2020, the Company repurchased 140,819 shares under its share repurchase program at an aggregate cost of $8.4 million, which were subsequently retired. The July repurchase of shares completes the Company’s 2012 Program (see Note 18 - Subsequent Events of the Notes to the Condensed Consolidated Financial Statements). In March and April 2020, the Company acquired 680,016 shares and 319,984 shares respectively, of J2 Global common stock in connection with the 2012 Program. In addition, in August 2019, the Company acquired 197,870 shares of J2 Global common stock in connection with the 2012 Program. In each case, the Company subsequently retired the shares within the same month. In December 2018, the Company acquired 600,000 shares of J2 Global common stock in connection with the 2012 Program and subsequently retired the shares in March 2019 (see Note 13 - Stockholders’ Equity of the Notes to the Condensed Consolidated Financial Statements). In July 2016, the Company acquired and subsequently retired 935,231 shares of J2 Global common stock in connection with the acquisitions of Integrated Global Concepts, Inc. As a result of the purchase of J2 Global common stock, the Company’s Board of Directors approved a reduction in the number of shares available for purchase under the 2012 Program by the same amount. As a result of the acquired shares through acquisition and the purchase of J2 Global common stock through the Company’s share repurchase program, the number of shares available for purchase under the 2012 Program is 140,819 shares of J2 Global common stock. On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to 10 million shares of the Company’s common stock through August 6, 2025 (see Note 18 - Subsequent Events of the Notes to the Condensed Consolidated Financial Statements). -61- The following table details the repurchases that were made under and outside the 2012 Program during the three months ended June 30, 2020: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Program Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program April 1, 2020 - April 30, 2020 320,447 $ 73.62 319,984 140,819 May 1, 2020 - May 31, 2020 23,817 $ 77.89 — 140,819 June 1, 2020 - June 30, 2020 667 $ 74.00 — 140,819 Total 344,931 319,984 140,819 (1) Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees. -62- Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not Applicable.