4//SEC Filing
Mehlman Marc 4
Accession 0001068875-23-000139
CIK 0001068875other
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 3:49 PM ET
Size
339.4 KB
Accession
0001068875-23-000139
Insider Transaction Report
Form 4
AVANTAX, INC.AVTA
Mehlman Marc
Chief Financial Officer
Transactions
- Award
Common Stock
2023-11-27+21,467→ 21,467 total - Disposition to Issuer
Stock Option (Right to Buy)
2023-11-27−70,000→ 0 totalExercise: $14.00Exp: 2027-04-27→ Common Stock (70,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-11-27−30,333→ 0 totalExercise: $15.00Exp: 2028-01-04→ Common Stock (30,333 underlying) - Award
Common Stock
2023-11-27+33,936→ 33,936 total - Disposition to Issuer
Common Stock
2023-11-27$26.00/sh−2,025$52,650→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2023-11-27$26.00/sh−88,367$2,297,542→ 0 total - Disposition to Issuer
Common Stock
2023-11-27$26.00/sh−25,315$658,190→ 0 total - Award
Common Stock
2023-11-27+25,315→ 25,315 total - Disposition to Issuer
Common Stock
2023-11-27$26.00/sh−33,936$882,336→ 0 total - Disposition to Issuer
Common Stock
2023-11-27$26.00/sh−21,467$558,142→ 0 total
Footnotes (11)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2023 (as may be amended from time to time, the "Merger Agreement") by and among the Issuer, Aretec Group, Inc., a Delaware corporation ("Parent"), and C2023 Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub"), effective November 27, 2023, among other things, Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Parent.
- [F10]The option vested equally over a 3-year period, on each anniversary of the grant date, such that the option was fully vested on April 27, 2023.
- [F11]The option vests equally over a 3-year period, on each anniversary of the grant date, such that the option would be fully vested on January 4, 2024.
- [F2]Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), these shares of the Issuer's common stock ("Common Stock") and restricted stock units of the Issuer that vest solely on the basis of time ("RSUs") were automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the reported number of shares multiplied by (ii) $26.00 (less any required tax withholdings).
- [F3]On January 4, 2021, the reporting person was granted 16,333 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 155% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, these PSUs were automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock underlying such PSU multiplied by (ii) $26.00 (less any required tax withholdings).
- [F5]On January 3, 2022, the reporting person was granted 28,280 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 120% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.
- [F6]On January 3, 2023, the reporting person was granted 19,731 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 109% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.
- [F7]Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time") these shares of the Issuer's common stock ("Common Stock") were canceled and automatically converted into the right to receive $26.00 in cash, without interest thereon.
- [F8]Represents shares held by the spouse of the reporting person.
- [F9]Pursuant to the terms of the Merger Agreement, at the Effective Time, these options to purchase shares of Common Stock ("Stock Options") automatically vested (if unvested) and were canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of $26.00 over the per-share exercise price for such Stock Option multiplied by (ii) the total number of shares of Common Stock underlying such Stock Option, subject to any required tax withholding in accordance with the terms of the Merger Agreement.
Issuer
AVANTAX, INC.
CIK 0001068875
Entity typeother
Related Parties
1- filerCIK 0001810041
Filing Metadata
- Form type
- 4
- Filed
- Nov 28, 7:00 PM ET
- Accepted
- Nov 29, 3:49 PM ET
- Size
- 339.4 KB