 March 23 2021 filing/ April 5 2021 filing language about the 3.

5 mil shares
Note to the reader: I kinda mixed what I did with formatting. Bold is going to be
differences for the most part with italics the fun stuff to read. Who knows what the
combo might mean...
From the 10-K SEC From the 10-K SEC
filing on March 23 filing on April 5 Prospectus - Jefferies
https://news.gamestop.com/node/185 https://news.gamestop.com/node/18741/html#suppro
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The manner in which we fund tax
withholding obligations that will arise The manner in which we fund tax withholding
upon vesting of outstanding restricted obligations that will arise upon vesting of outstanding
stock awards may require us to use a restricted stock awards may result in sales of shares of
substantial amount of cash, which our common stock into the market, which could cause
would reduce our liquidity, or may the market price of our common stock to decline.
result in sales of shares of our Class A  
Common Stock into the market, which
 As of April 1, 2021, our executive officers
could cause the market price of our
and other employees held an aggregate of
Class A Common Stock to decline.
4.7 million unvested shares of restricted
 
stock, including 1.2 million unvested
 As of January 30, 2021,
shares of restricted stock that are
our executive officers and
scheduled to vest in the ordinary course in
other employees held an
the first and second quarters of fiscal
aggregate of 4.6 million
2021. The vesting of shares of restricted
unvested shares of
stock may accelerate in connection with
restricted stock, including
certain events (such as the cessation of the
0.3 million unvested
grantee’s employment due to death or
shares of restricted
disability, termination by us without cause
stock that are scheduled
or resignation by the grantee with good
to vest in the ordinary
reason), whether under the terms of
course in the first
employment agreements, our severance
quarter of fiscal 2021.
plans or policies, or otherwise.
The vesting of shares of
restricted stock may Such accelerated vesting could occur in
accelerate in connection connection with the separation of individuals
with certain events (such holding these unvested shares, the vesting of
as the cessation of the which could be accelerated in accordance
grantee’s employment with the terms of their employment
due to death or disability, agreements and the separation conditions.
termination by us  Tax withholding obligations arise upon the
without cause or vesting of shares of restricted stock and
resignation by the these obligations must be satisfied at the
grantee with good time they arise through cash payments to
reason), whether under the applicable taxing authorities. We may
the terms of employment elect to satisfy tax withholding
agreements, our obligations by withholding and
severance plans or canceling a portion of the shares
policies, or otherwise. subject to vesting (sometimes referred
Such accelerated vesting to as “share withholding”) and
 could occur in connection
with the separation of
individuals holding these
unvested shares, the vesting
of which could be
accelerated in accordance
with the terms of their
employment agreements
and the separation
conditions.
 Tax withholding
obligations arise upon the
vesting of shares of
restricted stock and these
obligations must be
satisfied at the time they
arise through cash
payments to the
applicable taxing
authorities. The amount
of the tax withholding
obligations due upon the
 We have implemented and may in the
vesting of shares of
restricted stock is
dependent on the price of
our shares of Class A
Common Stock on the
New York Stock Exchange
on the applicable vesting
date. The higher the price
of the shares of our Class
A Common Stock on the
vesting date, the higher
the tax withholding
amount that will be due.
 If we were to elect to
satisfy tax withholding
obligations by
withholding and
canceling a portion of
the shares subject to
vesting (sometimes  As noted above, our common stock price
referred to as “share
withholding”) and
remitting cash to the
taxing authorities at the
applicable statutory
rates on behalf of the
holder(s) of applicable
remitting cash to the taxing authorities
at the applicable statutory rates on
behalf of the holder(s) of applicable
awards, which would not involve any
offsetting receipt of cash from the
employee. The amount of the tax
withholding obligations due upon the
vesting of shares of restricted stock is
dependent on the price of our shares of
common stock on the New York Stock
Exchange on the applicable vesting date.
The higher the price of the shares of our
common stock on the vesting date, the
higher the tax withholding amount that
will be due. The amount of the cash
payments that we are required to remit
to the applicable taxing authorities
could be substantial and could have a
negative impact on our liquidity and
ability to use funds for operational
purposes.
future implement “sell-to-cover”
arrangements with one or more holders of
shares of restricted stock to minimize our
expenditure of cash to satisfy tax
withholding obligations.
Under such arrangements, a broker would
assist the holder to sell, in the open market,
all or a portion of the shares subject to
vesting and would remit a portion of the sales
proceeds to us. We would in turn remit such
amounts to the taxing authorities. Such “sell-
to-cover” arrangements would enable us to
satisfy tax withholding obligations and
remain in a net neutral cash position but
would result in the sales of shares of our
common stock into the market and such
sales could cause the market price of our
common stock to decline.
has recently experienced extreme price
fluctuations.
Assuming, solely for illustration purposes, a
stock price of $191.45 per share
(the price of our shares of our common
stock on the New York Stock Exchange
 awards then, depending on April 1, 2021)
on the price of our Class
A Common Stock on the upon vesting of all of the shares of restricted
vesting date, the stock scheduled to vest in the ordinary
amount of these cash course during the first and second quarters
payments could be of fiscal 2021 (1.2 million shares), we
substantial and could estimate that the aggregate amount of our
have a negative impact tax withholdings obligations on account of
on our liquidity and these awards would be approximately $62.8
ability to use funds for million. Accordingly, if we arranged with
operational purposes. the applicable employees for “sales-to-
 We may seek to cover” for all such awards,
implement “sell-to-cover” then approximately 0.3 million shares
arrangements with one or of our common stock would be sold on
more holders of shares of the open market (assuming each share
restricted stock to were sold at $191.45).
minimize our expenditure The foregoing amounts are illustrative and the actual
of cash to satisfy tax amount of the tax obligations and the number of shares
withholding obligations. to be delivered or sold could be higher or lower,
Under such arrangements, depending on the price of our common stock upon
a broker would assist the vesting, the applicable tax withholding rates then in
holder to sell, in the open effect, the price at which any sales to cover were to
market, all or a portion of occur and the number (if any) of restricted stock awards
the shares subject to vesting that are forfeited prior to vesting.
and would remit a portion  
of the sales proceeds to us.  
We would in turn remit
such amounts to the taxing
authorities. Such “sell-to-
cover” arrangements would
enable us to satisfy tax
withholding obligations and
remain in a net neutral cash
position but would result in
the sales of shares of our
Class A Common Stock into
the market and such sales
could cause the market
price of our Class A
Common Stock to decline.
 Our Class A Common
Stock price has recently
experienced extreme
price fluctuations.
For example, on January
28, 2021, our Class A
Common Stock
experienced an intra-day
trading high of $483.00
 per share and a low of
$112.25 per share.
Assuming, solely for
illustration purposes, a
stock price of $209.81 per
share
(the price of our
shares of our Class A
Common Stock on the
New York Stock
Exchange on March
17, 2021)
upon vesting of all of the
shares of restricted stock
scheduled to vest in the
ordinary course during the
first quarter of fiscal 2021
(0.3 million shares), we
estimate that the aggregate
amount of our tax
withholdings obligations on
account of these awards
would be approximately
$18.6 million. Accordingly,
if we arranged for share
withholding for all such
awards, we would be
required to expend such
dollar amount in cash.
Alternatively, if we
arranged with the
applicable employees for
“sales-to-cover” for all such
awards,
then our net cash
balances would not
change materially
and approximately
0.1 million shares of
our Class A Common
Stock would be sold on
the open market
(assuming each share
were sold at
$209.81).
The foregoing amounts are
illustrative and the actual amount
of the tax obligations and the
number of shares to be delivered
 or sold could be higher or lower,
depending on the price of our
Class A Common Stock upon
vesting, the applicable tax
withholding rates then in effect,
the price at which any sales to
cover were to occur and the
number (if any) of restricted
stock awards that are forfeited
prior to vesting.