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

Signature
/s/ Jacob Adams as Attorney-in-Fact for Mariesa Victoria
Stock symbol
AVID
Transactions as of
Nov 7, 2023
Transactions value $
-$435,207
Form type
4
Date filed
11/7/2023, 04:46 PM
Previous filing
Oct 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AVID Common Stock Disposed to Issuer -$62K -2.29K -14.25% $27.05 13.8K Nov 7, 2023 Direct F1, F2
transaction AVID Common Stock Disposed to Issuer -$132K -4.89K -35.46% $27.05 8.9K Nov 7, 2023 Direct F1, F3, F6
transaction AVID Common Stock Disposed to Issuer -$241K -8.9K -100% $27.05 0 Nov 7, 2023 Direct F1, F4

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 -4.36K -100% 0 Nov 7, 2023 Common Stock 4.36K Direct F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mariesa Victoria 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 outstanding restricted stock unit ("RSU") award that vested as a result of the consummation of the transactions contemplated by the Merger Agreement ("vested RSU award") was cancelled and, in exchange therefor, each holder of any such cancelled vested RSU award became solely entitled to receive, in consideration of the cancellation of such vested RSU award and in settlement therefor, a payment in cash of an amount equal to the product of (i) the number of RSUs subject to such vested RSU award immediately prior to the Effective Time multiplied by (ii) $27.05 (less any required tax withholdings in accordance with the terms of the Merger Agreement).
F4 Pursuant to the Merger Agreement, at the Effective Time, each unvested 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.
F5 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.
F6 Pursuant to the change in control provision in the Reporting Person's award of 4,892 RSUs on August 10, 2023, 100% of the RSUs vested at the Effective Time.