Redbox 2015 Annual Report Download - page 28

Repurchases of Common Stock
On February 3, 2015, our Board of Directors approved an additional stock repurchase program of up to $250.0 million of our
common stock plus the cash proceeds received from the exercise of stock options by our officers, directors, and employees.
Repurchases may be made through open market purchases, negotiated transactions or other means, including accelerated share
repurchases and 10b5-1 trading plans in accordance with applicable securities laws and other restrictions. The share repurchase
program will continue until the amount of Outerwall common stock authorized is repurchased or the Board of Directors
determines to discontinue or otherwise modify the share repurchase program.
As of December 31, 2015, we were authorized to repurchase up to $256.4 million of our common stock under our share
repurchase programs. Repurchased shares become a part of treasury stock.
The following table summarizes information regarding shares repurchased during the quarter ended December 31, 2015:
Total Number of
Shares
Repurchased(1) Average Price
Paid per Share
Total Number
of Shares
Purchased as Part of
Publicly Announced
Repurchase Plans or
Programs
Maximum Approximate
Dollar Value (in
thousands) of Shares
that May Yet be
Purchased Under the
Plans or Programs
10/1/15 - 10/31/15 . . . . . . . . . . . . . . . . . 2,154 $ 59.40 — $ 292,718
11/1/15 - 11/30/15 . . . . . . . . . . . . . . . . . 381,697 $ 63.74 381,426 $ 268,406
12/1/15 - 12/31/15 . . . . . . . . . . . . . . . . . 292,679 $ 41.05 292,395 $ 256,407
676,530 673,821
(1) Includes 2,709 shares tendered for tax withholding on vesting of restricted stock awards, none of which are included against the dollar value of shares that
may be purchased under programs approved by our Board of Directors.
Unregistered Sales of Equity Securities
On October 2, 2015, we issued 25,000 shares of unregistered restricted common stock to Sony as partial consideration for the
extension of our existing content license agreement with Sony discussed in Note 10: Share-Based Payments and Note 16:
Commitments and Contingencies in our Notes to Consolidated Financial Statements. The issuance of the common stock was
exempt from registration pursuant to the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2)
and/or Regulation D promulgated thereunder as a transaction not involving a public offering. We believe that the issuance is
exempt from the registration requirements of the Securities Act on the basis that: (1) Sony represented it was an accredited
investor as defined under the Securities Act; (2) there was no general solicitation; and (3) Sony represented that it was
purchasing such shares for its own account and not with a view towards distribution. The shares of common stock carry a
legend stating that the shares are not registered under the Securities Act and therefore cannot be resold unless they are
registered under the Securities Act or unless an exemption to registration is available.
On October 16, 2015, Redbox announced a contract extension with Paramount Home Entertainment under the existing terms of
the revenue sharing license agreement discussed in Note 10: Share-Based Payments and Note 16: Commitments and
Contingencies in our Notes to Consolidated Financial Statements. The one-year extension required us to issue 50,000 shares of
unregistered restricted common stock to Paramount during the first quarter of 2016, pursuant to terms and conditions similar to
those of the Sony issuance described above.
Securities Authorized for Issuance under Equity Compensation Plans
For information regarding securities authorized for issuance under equity compensation plans, see Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters, which incorporates by reference to the Proxy
Statement relating to our 2016 Annual Meeting of Stockholders.
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