4//SEC Filing
Victoria Mariesa 4
Accession 0000905148-23-001330
CIK 0000896841other
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 4:46 PM ET
Size
12.9 KB
Accession
0000905148-23-001330
Insider Transaction Report
Form 4
Victoria Mariesa
VP & Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−2,293$62,026→ 13,796 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−4,892$132,329→ 8,904 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−8,904$240,853→ 0 total - Disposition to Issuer
Performance Rights (Restricted Stock Units)
2023-11-07−4,359→ 0 totalExp: 2026-03-15→ Common Stock (4,359 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2023 (the "Merger Agreement"), by and among the Issuer, Artisan Bidco, Inc., a Delaware corporation ("Parent"), and Artisan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), effective November 7, 2023, among other things, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive $27.05 in cash, subject to any required tax withholding in accordance with the terms of the Merger Agreement.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU") award that vested as a result of the consummation of the transactions contemplated by the Merger Agreement ("vested RSU award") was cancelled and, in exchange therefor, each holder of any such cancelled vested RSU award became solely entitled to receive, in consideration of the cancellation of such vested RSU award and in settlement therefor, a payment in cash of an amount equal to the product of (i) the number of RSUs subject to such vested RSU award immediately prior to the Effective Time multiplied by (ii) $27.05 (less any required tax withholdings in accordance with the terms of the Merger Agreement).
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each unvested RSU award, including each unvested award of performance-based RSUs, was automatically cancelled and converted solely into the contingent right to receive a cash payment equal to the product of (i) the number of RSUs subject to such unvested RSU award immediately prior to the Effective Time multiplied by (ii) $27.05, with such converted cash award generally subject to the same vesting terms and conditions that applied to the corresponding RSU prior to the Effective Time, with payment forfeited to the extent vesting is not satisfied, except if the holder's service is terminated without cause.
- [F5]Represents RSUs from an award in 2023, which vest in equal installments on a performance-based schedule based on the Issuer's relative total shareholder return (rTSR) to the Russell 2000 index in 2024, 2025 and 2026. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. This award includes a provision for the withholding of shares by the Issuer to pay the required withholding taxes due on each such vesting date.
- [F6]Pursuant to the change in control provision in the Reporting Person's award of 4,892 RSUs on August 10, 2023, 100% of the RSUs vested at the Effective Time.
Documents
Issuer
AVID TECHNOLOGY, INC.
CIK 0000896841
Entity typeother
Related Parties
1- filerCIK 0001936983
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 4:46 PM ET
- Size
- 12.9 KB