J. Richard Leaman III - Nov 27, 2023 Form 4 Insider Report for AVANTAX, INC. (AVTA)

Role: Director
Signature: /s/ Tabitha T. Bailey as Attorney-in-Fact for J. Richard Leaman III
Stock symbol: AVTA
Transactions as of: Nov 27, 2023
Transactions value $: -$578,474
Form type: 4
Date filed: 11/29/2023, 03:26 PM
Previous filing: May 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AVTA	Common Stock	Disposed to Issuer	-$578K	-22.2K	-100%	$26.00	0	Nov 27, 2023	Direct	F1, F2

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

J. Richard Leaman III 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 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.
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).

Content

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.

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).

Remarks:

Exhibit List: Exhibit 24-Power of Attorney