A Dark Vector Cognition product

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

3K characters. Original on sec.gov ·

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(a)(b)(c)(d)
PeriodTotal Number of Shares Purchased**(1)**Average Price Paid Per Share**(1)**Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs**(2)**Maximum Dollar Value of Shares that may yet be Purchased under the Plans or Programs**(2)**
July 1, 2021 through July 31, 2021712,151$60.72683,713$824,304,908
August 1, 2021 through August 31, 20217,127$54.95—$824,304,908
September 1, 2021 through September 30, 20211,331,801$54.561,330,900$751,694,456

(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) represents shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations, totaling 28,438 shares, 7,127 shares and 901 shares for the fiscal months of July, August and September 2021, respectively.

(2)In January 2021, the Company announced that the Board of Directors authorized a stock repurchase program to repurchase shares of outstanding common stock to offset the dilutive impact of employee stock award vesting and to provide returns to shareholders, provided that the aggregate value of shares of common stock repurchased under the new program does not exceed $1 billion, and such program will expire on July 15, 2022. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including trading volume, market conditions, legal requirements, business conditions and other factors. The repurchase program may be discontinued at any time, and the program does not obligate the Company to acquire any specific number of shares of its common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Previous: Item 1A. RISK FACTORS. · Next: Item 4. MINE SAFETY DISCLOSURES.