Christopher W. Walters - Nov 27, 2023 Form 4 Insider Report for AVANTAX, INC. (AVTA)

Role
Chief Executive Officer, Director
Signature
/s/ Tabitha T. Bailey, as Attorney-in-Fact for Christopher W. Walters
Stock symbol
AVTA
Transactions as of
Nov 27, 2023
Transactions value $
-$22,551,854
Form type
4
Date filed
11/29/2023, 03:41 PM
Previous filing
May 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AVTA Common Stock Disposed to Issuer -$9.21M -354K -100% $26.00 0 Nov 27, 2023 Direct F1, F2
transaction AVTA Common Stock Award $0 +181K $0.00 181K Nov 27, 2023 Direct F1, F3
transaction AVTA Common Stock Disposed to Issuer -$4.7M -181K -100% $26.00 0 Nov 27, 2023 Direct F1, F4
transaction AVTA Common Stock Award $0 +204K $0.00 204K Nov 27, 2023 Direct F1, F5
transaction AVTA Common Stock Disposed to Issuer -$5.29M -204K -100% $26.00 0 Nov 27, 2023 Direct F1, F4
transaction AVTA Common Stock Award $0 +129K $0.00 129K Nov 27, 2023 Direct F1, F6
transaction AVTA Common Stock Disposed to Issuer -$3.35M -129K -100% $26.00 0 Nov 27, 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 AVTA Stock Option (Right to Buy) Disposed to Issuer -166K -100% 0 Nov 27, 2023 Common Stock 166K $23.36 Direct F1, F7, F8
transaction AVTA Stock Option (Right to Buy) Disposed to Issuer -104K -100% 0 Nov 27, 2023 Common Stock 104K $11.30 Direct F1, F7, F9
transaction AVTA Stock Option (Right to Buy) Disposed to Issuer -217K -100% 0 Nov 27, 2023 Common Stock 217K $15.00 Direct F1, F7, F10
transaction AVTA Stock Option (Right to Buy) Disposed to Issuer -136K -100% 0 Nov 27, 2023 Common Stock 136K $17.68 Direct F1, F7, F11
transaction AVTA Stock Option (Right to Buy) Disposed to Issuer -103K -100% 0 Nov 27, 2023 Common Stock 103K $25.34 Direct F1, F7, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Christopher W. Walters 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 On January 4, 2021, the reporting person was granted 116,666 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 155% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.
F4 Pursuant to the terms of the Merger Agreement, at the Effective Time, these PSUs were automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock underlying such PSU multiplied by (ii) $26.00 (less any required tax withholdings).
F5 On January 3, 2022, the reporting person was granted 169,683 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 120% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.
F6 On January 3, 2023, the reporting person was granted 118,389 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 109% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.
F7 Pursuant to the terms of the Merger Agreement, at the Effective Time, these options to purchase shares of Common Stock ("Stock Options") automatically vested (if unvested) and were canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of $26.00 over the per-share exercise price for such Stock Option multiplied by (ii) the total number of shares of Common Stock underlying such Stock Option, subject to any required tax withholding in accordance with the terms of the Merger Agreement.
F8 The option vested equally over a 3-year period, on each anniversary of the grant date, such that the option was fully vested on January 30, 2023.
F9 The option vested equally over a 3-year period, on each anniversary of the grant date, such that the option was fully vested on May 21, 2023.
F10 The option vests equally over a 3-year period, on each anniversary of the grant date, such that the option would fully vest on January 4, 2024.
F11 The option vests equally over a 3-year period, on each anniversary of the grant date, such that the option would fully vest on January 3, 2025.
F12 The option vests equally over a 3-year period, on each anniversary of the grant date, such that the option would fully vest on January 3, 2026.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney