Nancy Hawthorne - Nov 7, 2023 Form 4 Insider Report for AVID TECHNOLOGY, INC. (AVID)

Role
Director
Signature
/s/ Alessandra Melloni as Attorney-in-Fact for Nancy Hawthorne
Stock symbol
AVID
Transactions as of
Nov 7, 2023
Transactions value $
-$3,455,394
Form type
4
Date filed
11/7/2023, 04:44 PM
Previous filing
Jun 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AVID Common Stock Disposed to Issuer -$3.29M -122K -95.14% $27.05 6.2K Nov 7, 2023 Direct F1, F2
transaction AVID Common Stock Disposed to Issuer -$168K -6.2K -100% $27.05 0 Nov 7, 2023 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nancy Hawthorne is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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.