73 Disclosure of principal terms of buyback transactions. The Existing Rules require footnote disclosure of the principal terms of all publicly announced repurchase plans or programs, the number of shares purchased other than through a publicly announced plan or program and the nature of the transaction. The Amendments continue to require this information, but in more detail and, in some cases, in the main text of the narrative discussion instead of a footnote. The disclosure required by the Amendments includes the number of shares purchased other than through a publicly announced program and the nature of the transaction (e.g., whether the purchases were made in open market transactions, tender offers, in satisfaction of the issuer’s obligations upon exercise of outstanding put options issued by the issuer, or other transactions), and certain other disclosures for publicly announced repurchase programs, as well as the information described in the preceding paragraph. Required Tabular Disclosures. Issuers will be required to disclose for each day shares were repurchased: a. The date of the repurchase; b. The class of securities purchased; c. The total number of shares (or units) purchased, including all issuer repurchases whether or not made pursuant to publicly announced plans or programs; d. The average price paid per share (or unit); e. The total number of shares (or units) purchased as part of a publicly announced repurchase program; f. The aggregate maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the publicly announced repurchase programs; g. The total number of shares (or units) purchased on the open market, which includes all shares (or units) repurchased by the issuer in open market transactions (excluding tender offers and put options); h. The total number of shares (or units) purchased that are intended by the issuer to qualify for the Rule 10b-18 safe harbor; and i. The total number of shares (or units) purchased pursuant to a plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). As noted above, issuers must disclose by footnote to the table the date of adoption or termination of any plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the buybacks. Filed Information. In the SEC’s original proposal involving next business day reporting of buybacks on Form SR, the SEC proposed that such daily buyback disclosure would be “furnished” rather than “filed.“ However,
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