Quarterly report pursuant to Section 13 or 15(d)

Insider Trading Arrangements

v3.23.2
Insider Trading Arrangements
 3 Months Ended 6 Months Ended
Jul. 31, 2023
shares
Jul. 31, 2023
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below.
Type of Trading Arrangement
Name and Position
Action
Adoption/ Termination
Date
Rule 10b5-1*
Non-
Rule 10b5-1**
Total Shares of Class A Common Stock to be Sold
Expiration Date
Manish Sarin, Chief Financial Officer
Adoption
June 21, 2023
X
100,000
December 20, 2023
Diane K. Adams, Chief Culture and Talent Officer
Termination(1)
July 14, 2023
X
Up to 247,750(2)
January 12, 2024
Diane K. Adams, Chief Culture and Talent Officer
Adoption(1)
July 14, 2023
X
Up to 308,609(3)
January 12, 2024
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
(1) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on October 12, 2022 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as then in effect, under the Exchange Act.
(2) Included up to 47,750 shares subject to restricted stock units (“RSUs”) previously granted to Ms. Adams that were to vest and be released to Ms. Adams on or prior to December 15, 2023. The actual number of shares underlying such RSUs that were to be released to Ms. Adams and sold under the Rule 10b5-1 trading arrangement was net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not determinable at this time.
(3) Includes up to 7,250 shares subject to RSUs previously granted to Ms. Adams that will vest and be released to Ms. Adams on or prior to December 15, 2023. The actual number of shares underlying such RSUs that will be released to Ms. Adams and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not determinable at this time.
Manish Sarin [Member]    
Trading Arrangements, by Individual    
Name Manish Sarin  
Title Chief Financial Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date June 21, 2023  
Arrangement Duration 182 days  
Aggregate Available 100,000 100,000
Diane K. Adams [Member]    
Trading Arrangements, by Individual    
Arrangement Duration 182 days  
Diane K. Adams Termination 2023 Plan [Member] | Diane K. Adams [Member]    
Trading Arrangements, by Individual    
Name Diane K. Adams  
Title Chief Culture and Talent Officer  
Rule 10b5-1 Arrangement Terminated true  
Termination Date July 14, 2023  
Aggregate Available 247,750 247,750
Diane K. Adams Adoption 2023 Plan [Member] | Diane K. Adams [Member]    
Trading Arrangements, by Individual    
Name Diane K. Adams  
Title Chief Culture and Talent Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date July 14, 2023  
Aggregate Available 308,609 308,609