4//SEC Filing
Kwietniak Matthew R. 4
Accession 0001683168-24-009025
CIK 0000704562other
Filed
Dec 26, 7:00 PM ET
Accepted
Dec 27, 7:30 PM ET
Size
35.7 KB
Accession
0001683168-24-009025
Insider Transaction Report
Form 4
Kwietniak Matthew R.
Chief Commercial Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2024-12-25−1,005→ 74,107 total→ Common Stock (1,005 underlying) - Exercise/Conversion
Common Stock, $0.001 par value
2024-12-25+29,479→ 64,186 total - Sale
Common Stock, $0.001 par value
2024-12-26$12.22/sh−3,225$39,410→ 60,961 total - Disposition to Issuer
Performance Stock Units (FY 2023 Grant)
2024-12-25−6,725→ 130,568 total→ Common Stock (6,725 underlying) - Disposition to Issuer
Restricted Stock Units
2024-12-25−1,893→ 72,214 total→ Common Stock (1,893 underlying) - Exercise/Conversion
Common Stock, $0.001 par value
2024-12-25+9,300→ 34,707 total - Sale
Common Stock, $0.001 par value
2024-12-26$12.22/sh−10,165$124,216→ 50,796 total - Disposition to Issuer
Restricted Stock Units
2024-12-25−1,908→ 70,306 total→ Common Stock (1,908 underlying) - Disposition to Issuer
Performance Stock Units (FY 2024 Grant)
2024-12-25−6,782→ 110,279 total→ Common Stock (6,782 underlying) - Disposition to Issuer
Restricted Stock Units
2024-12-25−4,494→ 65,812 total→ Common Stock (4,494 underlying) - Disposition to Issuer
Performance Stock Units (FY 2023 Grant)
2024-12-25−6,725→ 123,843 total→ Common Stock (6,725 underlying) - Disposition to Issuer
Performance Stock Units (FY 2024 Grant)
2024-12-25−6,782→ 117,061 total→ Common Stock (6,782 underlying) - Disposition to Issuer
Performance Stock Units (FY 2025 Grant)
2024-12-25−15,972→ 94,307 total→ Common Stock (15,972 underlying) - Disposition to Issuer
Performance Stock Units (FY 2025 Grant)
2024-12-25−15,972→ 78,335 total→ Common Stock (15,972 underlying)
Footnotes (12)
- [F1]In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") whereby the Issuer will be acquired by funds managed by affiliates of GHO Capital Partners LLP and Ampersand Capital Partners, the Board of Directors of the Issuer accelerated the payment of certain equity awards in connection with certain actions to mitigate adverse tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986 (as amended) that could arise in connection with the anticipated transactions under the Merger Agreement. The accelerated settlement of equity awards reported in this Form 4 was contingent upon the reporting person's agreement to repay accelerated compensation amounts under certain conditions.
- [F10]The PSUs granted to the reporting person were subject to the Issuer achieving certain fiscal year financial milestones over three (3) consecutive fiscal year performance periods (i.e., May 1 to April 30) commencing with the fiscal year in which the PSU was initially granted (each fiscal year a "Performance Period"). Subject to the Issuer attaining the applicable fiscal year milestones, 1/3rd of the PSUs were scheduled to vest on the last day of each fiscal year during the Performance Period, subject to the reporting person's continuous service to the Issuer on such vesting dates. The number of PSUs initially reported by the reporting person was based on a maximum 200% achievement of each milestone during each Performance Period (the "Maximum Performance Target"). If a milestone was achieved at a rate below the Maximum Performance Target, or was not achieved, the corresponding portion of the PSUs that did not vest would be forfeited.
- [F11]Vested PSUs settled into shares of the Issuer's Common Stock on December 25, 2024.
- [F12]Represents the forfeiture of unearned PSUs for the Performance Period ending April 30, 2025.
- [F2]Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.
- [F3]Each performance stock unit ("PSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.
- [F4]Represents the shares sold by the reporting person pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting of the RSUs described in footnotes 6 through 9. This sale does not represent a discretionary trade by the reporting person.
- [F5]Represents the shares sold by the reporting person pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting of the PSUs described in footnotes 10 and 11. This sale does not represent a discretionary trade by the reporting person.
- [F6]Represents RSUs granted to the reporting person on October 11, 2021 that are scheduled to vest over a four (4) year period. 25% vested on the first anniversary of the date of grant, and the remaining balance were scheduled to vest in twelve (12) equal quarterly installments beginning January 11, 2023, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
- [F7]Represents RSUs granted to the reporting person on July 9, 2022 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2022, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
- [F8]Represents RSUs granted to the reporting person on July 9, 2023 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2023, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
- [F9]Represents RSUs granted to the reporting person on July 9, 2024 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2024, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
Documents
Issuer
Avid Bioservices, Inc.
CIK 0000704562
Entity typeother
Related Parties
1- filerCIK 0001974519
Filing Metadata
- Form type
- 4
- Filed
- Dec 26, 7:00 PM ET
- Accepted
- Dec 27, 7:30 PM ET
- Size
- 35.7 KB