Matthew R. Kwietniak - Dec 25, 2024 Form 4 Insider Report for Avid Bioservices, Inc. (CDMO)

Signature
/s/ Stephen Hedberg, by Power of Attorney for Matthew R. Kwietniak
Stock symbol
CDMO
Transactions as of
Dec 25, 2024
Transactions value $
-$163,626
Form type
4
Date filed
12/27/2024, 07:30 PM
Previous filing
Oct 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDMO Common Stock, $0.001 par value Options Exercise +9.3K +36.6% 34.7K Dec 25, 2024 Direct F1, F2
transaction CDMO Common Stock, $0.001 par value Options Exercise +29.5K +84.94% 64.2K Dec 25, 2024 Direct F1, F3
transaction CDMO Common Stock, $0.001 par value Sale -$39.4K -3.23K -5.02% $12.22 61K Dec 26, 2024 Direct F4
transaction CDMO Common Stock, $0.001 par value Sale -$124K -10.2K -16.67% $12.22 50.8K Dec 26, 2024 Direct F5

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 CDMO Restricted Stock Units Disposed to Issuer $0 -1.01K -1.34% $0.00 74.1K Dec 25, 2024 Common Stock 1.01K Direct F2, F6
transaction CDMO Restricted Stock Units Disposed to Issuer $0 -1.89K -2.55% $0.00 72.2K Dec 25, 2024 Common Stock 1.89K Direct F2, F7
transaction CDMO Restricted Stock Units Disposed to Issuer $0 -1.91K -2.64% $0.00 70.3K Dec 25, 2024 Common Stock 1.91K Direct F2, F8
transaction CDMO Restricted Stock Units Disposed to Issuer $0 -4.49K -6.39% $0.00 65.8K Dec 25, 2024 Common Stock 4.49K Direct F2, F9
transaction CDMO Performance Stock Units (FY 2023 Grant) Disposed to Issuer $0 -6.73K -4.9% $0.00 131K Dec 25, 2024 Common Stock 6.73K Direct F3, F10, F11
transaction CDMO Performance Stock Units (FY 2023 Grant) Disposed to Issuer $0 -6.73K -5.15% $0.00 124K Dec 25, 2024 Common Stock 6.73K Direct F3, F10, F12
transaction CDMO Performance Stock Units (FY 2024 Grant) Disposed to Issuer $0 -6.78K -5.48% $0.00 117K Dec 25, 2024 Common Stock 6.78K Direct F3, F10, F11
transaction CDMO Performance Stock Units (FY 2024 Grant) Disposed to Issuer $0 -6.78K -5.79% $0.00 110K Dec 25, 2024 Common Stock 6.78K Direct F3, F10, F12
transaction CDMO Performance Stock Units (FY 2025 Grant) Disposed to Issuer $0 -16K -14.48% $0.00 94.3K Dec 25, 2024 Common Stock 16K Direct F3, F10, F11
transaction CDMO Performance Stock Units (FY 2025 Grant) Disposed to Issuer $0 -16K -16.94% $0.00 78.3K Dec 25, 2024 Common Stock 16K Direct F3, F10, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") whereby the Issuer will be acquired by funds managed by affiliates of GHO Capital Partners LLP and Ampersand Capital Partners, the Board of Directors of the Issuer accelerated the payment of certain equity awards in connection with certain actions to mitigate adverse tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986 (as amended) that could arise in connection with the anticipated transactions under the Merger Agreement. The accelerated settlement of equity awards reported in this Form 4 was contingent upon the reporting person's agreement to repay accelerated compensation amounts under certain conditions.
F2 Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.
F3 Each performance stock unit ("PSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.
F4 Represents the shares sold by the reporting person pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting of the RSUs described in footnotes 6 through 9. This sale does not represent a discretionary trade by the reporting person.
F5 Represents the shares sold by the reporting person pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting of the PSUs described in footnotes 10 and 11. This sale does not represent a discretionary trade by the reporting person.
F6 Represents RSUs granted to the reporting person on October 11, 2021 that are scheduled to vest over a four (4) year period. 25% vested on the first anniversary of the date of grant, and the remaining balance were scheduled to vest in twelve (12) equal quarterly installments beginning January 11, 2023, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
F7 Represents RSUs granted to the reporting person on July 9, 2022 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2022, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
F8 Represents RSUs granted to the reporting person on July 9, 2023 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2023, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
F9 Represents RSUs granted to the reporting person on July 9, 2024 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2024, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
F10 The PSUs granted to the reporting person were subject to the Issuer achieving certain fiscal year financial milestones over three (3) consecutive fiscal year performance periods (i.e., May 1 to April 30) commencing with the fiscal year in which the PSU was initially granted (each fiscal year a "Performance Period"). Subject to the Issuer attaining the applicable fiscal year milestones, 1/3rd of the PSUs were scheduled to vest on the last day of each fiscal year during the Performance Period, subject to the reporting person's continuous service to the Issuer on such vesting dates. The number of PSUs initially reported by the reporting person was based on a maximum 200% achievement of each milestone during each Performance Period (the "Maximum Performance Target"). If a milestone was achieved at a rate below the Maximum Performance Target, or was not achieved, the corresponding portion of the PSUs that did not vest would be forfeited.
F11 Vested PSUs settled into shares of the Issuer's Common Stock on December 25, 2024.
F12 Represents the forfeiture of unearned PSUs for the Performance Period ending April 30, 2025.