Mark A. Ernst - Nov 27, 2023 Form 4 Insider Report for AVANTAX, INC. (AVTA)

Role
Director
Signature
/s/ Tabitha T. Bailey, as Attorney-in-Fact for Mark Ernst
Stock symbol
AVTA
Transactions as of
Nov 27, 2023
Transactions value $
-$3,030,716
Form type
4
Date filed
11/29/2023, 03:32 PM
Previous filing
Jun 22, 2023
Next filing
Jun 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AVTA Common Stock Disposed to Issuer -$2.67M -103K -100% $26.00 0 Nov 27, 2023 Direct F1, F2
transaction AVTA Common Stock Disposed to Issuer -$364K -14K -100% $26.00 0 Nov 27, 2023 By Bellevue Capital LLC F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark A. Ernst 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).
F3 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") 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).
F4 The reporting person is the managing partner of the limited liability company that owns the reported securities.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney