4//SEC Filing
Impactive Capital LLC 4
Accession 0000921895-23-002500
CIK 0000896841other
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 5:33 PM ET
Size
18.7 KB
Accession
0000921895-23-002500
Insider Transaction Report
Form 4
Asmar Christian
Director
Transactions
- Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−6,203$167,791→ 0 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−7,131,793$192,915,001→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−36,577$989,408→ 6,203 total
Impactive Capital LP
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−36,577$989,408→ 6,203 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−6,203$167,791→ 0 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−7,131,793$192,915,001→ 0 total(indirect: See Footnote)
Impactive Capital GP LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−36,577$989,408→ 6,203 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−6,203$167,791→ 0 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−7,131,793$192,915,001→ 0 total(indirect: See Footnote)
Impactive Capital LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−36,577$989,408→ 6,203 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−6,203$167,791→ 0 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−7,131,793$192,915,001→ 0 total(indirect: See Footnote)
Wolfe Lauren Taylor
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−36,577$989,408→ 6,203 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−6,203$167,791→ 0 total - Disposition to Issuer
Common Stock
2023-11-07$27.05/sh−7,131,793$192,915,001→ 0 total(indirect: See Footnote)
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 unvested restricted stock unit ("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.
- [F4]This Form 4 is filed jointly by Impactive Capital GP LLC ("Impactive GP"), Impactive Capital LP ("Impactive Capital"), Impactive Capital LLC ("Impactive Capital GP"), Lauren Taylor Wolfe and Christian Asmar (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its pecuniary interest therein.
- [F5]Because Mr. Asmar serves on the board of directors (the "Board") as a representative of Impactive Capital and its affiliates, Impactive Capital is entitled to receive the direct economic interest in securities granted to Mr. Asmar by the Issuer in respect of Mr. Asmar's Board position. Mr. Asmar disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Asmar had any economic interest in such securities except any indirect economic interest through Impactive Capital and its affiliates.
- [F6]The securities of the Issuer reported herein are beneficially owned by Impactive GP and Impactive Capital. As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the securities of the Issuer beneficially owned by Impactive Capital. As managing members of each of Impactive GP and Impactive Capital GP, each of Ms. Taylor Wolfe and Mr. Asmar may be deemed to beneficially own the securities of the Issuer beneficially owned by Impactive GP and Impactive Capital GP.
Documents
Issuer
AVID TECHNOLOGY, INC.
CIK 0000896841
Entity typeother
Related Parties
1- filerCIK 0001786731
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 5:33 PM ET
- Size
- 18.7 KB