Stacy Murray - Nov 27, 2023 Form 4 Insider Report for AVANTAX, INC. (AVTA)

Role
Principal Accounting Officer
Signature
/s/ Tabitha T. Bailey, as Attorney-in-Fact for Stacy Murray
Stock symbol
AVTA
Transactions as of
Nov 27, 2023
Transactions value $
-$73,996
Form type
4
Date filed
11/29/2023, 03:39 PM
Previous filing
Jun 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AVTA Common Stock Disposed to Issuer -$74K -2.85K -100% $26.00 0 Nov 27, 2023 Direct F1, F2

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 AVTA Cash-Settled Restricted Stock Unit Disposed to Issuer -3.89K -100% 0 Nov 27, 2023 Common Stock 3.89K Direct F1, F3, F4, F5
transaction AVTA Cash-Settled Restricted Stock Unit Disposed to Issuer -4.07K -100% 0 Nov 27, 2023 Common Stock 4.07K Direct F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stacy Murray 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 Each cash-settled restricted stock unit of the Issuer that vests solely on the basis of time ("Cash-Settled RSU") is the economic equivalent of one share of Common Stock.
F4 Pursuant to the terms of the Merger Agreement, at the Effective Time, these Cash-Settled 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 of Common Stock underlying such Cash-Settled RSU multiplied by (ii) $26.00 (less any required tax withholdings).
F5 These Cash-Settled RSUs were scheduled to vest and be cash settled equally over a three-year period on each anniversary date of the respective grant date, and had no expiration date.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney