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

Role: Chief Technology Officer & SVP
Signature: /s/ Jacob Adams as Attorney-in-Fact for Kevin Riley
Stock symbol: AVID
Transactions as of: Nov 7, 2023
Transactions value $: -$1,578,016
Form type: 4
Date filed: 11/7/2023, 04:45 PM
Previous filing: Sep 19, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AVID	Common Stock	Disposed to Issuer	-$874K	-32.3K	-55.39%	$27.05	26K	Nov 7, 2023	Direct	F1, F2
transaction	AVID	Common Stock	Disposed to Issuer	-$704K	-26K	-100%	$27.05	0	Nov 7, 2023	Direct	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AVID	Performance Rights (Restricted Stock Units)	Disposed to Issuer		-4.6K	-100%		0	Nov 7, 2023	Common Stock	4.6K		Direct	F1, F3, F4
transaction	AVID	Performance Rights (Restricted Stock Units)	Disposed to Issuer		-8.55K	-100%		0	Nov 7, 2023	Common Stock	8.55K		Direct	F1, F3, F5
transaction	AVID	Performance Rights (Restricted Stock Units)	Disposed to Issuer		-15.3K	-100%		0	Nov 7, 2023	Common Stock	15.3K		Direct	F1, F3, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kevin Riley 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.
F4	Represents RSUs remaining from an award in 2021, which vest on a performance-based schedule based on the Issuer's relative total shareholder return (rTSR) to the Russell 2000 index in 2024. 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.
F5	Represents RSUs remaining from an award in 2022, 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 and 2025. 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	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.