FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/12/2021 |
3. Issuer Name and Ticker or Trading Symbol
AvidXchange Holdings, Inc. [ AVDX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 7,511,444 | D | |
Common Stock | 56,976 | I | By Michael Praeger and Cindy Praeger, Joint Tenants with Right of Survivorship |
Common Stock | 1,888,652 | I | By Green and Gold 2014 GRAT |
Common Stock | 1,328,276 | I | By Green and Gold 2015 GRAT |
Common Stock | 720,000 | I | By MP Charitable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (right to buy) | 12/24/2018 | 03/29/2022 | Common Stock | 11,880 | $3.5(1) | D | |
Employee Stock Option (right to buy) | 12/29/2018 | 03/29/2022 | Common Stock | 1,144 | $3.5(1) | D | |
Employee Stock Option (right to buy) | (2) | 03/05/2023 | Common Stock | 27,648 | $3.54(1) | D | |
Employee Stock Option (right to buy) | (3) | 04/27/2023 | Common Stock | 28,744 | $3.54(1) | D | |
Employee Stock Option (right to buy) | (4) | 03/20/2024 | Common Stock | 466,692 | $4.17(1) | D | |
Employee Stock Option (right to buy) | (5) | 06/19/2024 | Common Stock | 29,192 | $4.17(1) | D | |
Employee Stock Option (right to buy) | (6) | 10/01/2030 | Common Stock | 192,924 | $10.42(1) | D | |
Employee Stock Option (right to buy) | (7) | 02/19/2031 | Common Stock | 673,076 | $12.11(1) | D | |
Series A Preferred Stock | (8) | (8) | Common Stock | 453,170(8) | (1) | D | |
Series B Preferred Stock | (9) | (9) | Common Stock | 480,904(9) | (1) | D | |
Series D Preferred Stock | (10) | (10) | Common Stock | 117,300(10) | (1) | D | |
Series A Preferred Stock | (8) | (8) | Common Stock | 172,739(8) | (1) | I | By Michael Praeger and Cindy Praeger, Joint Tenants with Right of Survivorship |
Series B Preferred Stock | (9) | (9) | Common Stock | 227,332(9) | (1) | I | By Michael Praeger and Cindy Praeger, Joint Tenants with Right of Survivorship |
Series C Preferred Stock | (11) | (11) | Common Stock | 174,256(11) | (1) | I | By Michael Praeger and Cindy Praeger, Joint Tenants with Right of Survivorship |
Series D Preferred Stock | (12) | (12) | Common Stock | 29,324(12) | (1) | I | By Michael Praeger and Cindy Praeger, Joint Tenants with Right of Survivorship |
Series C Preferred Stock | (11) | (11) | Common Stock | 743,848(11) | (1) | I | By MP 2021 GRAT |
Explanation of Responses: |
1. Number of Shares and Exercise Price give effect to the 4-for-1 forward stock split that was effected on September 30, 2021. |
2. The option vests 25% on the first anniversary of the grant date and monthly thereafter over 36 months. The grant date was March 5, 2018. |
3. The option vests 25% on the first anniversary of the grant date and monthly thereafter over 36 months. The grant date was April 27, 2018. |
4. The option vests 25% on the first anniversary of the grant date and monthly thereafter over 36 months. The grant date was March 20, 2019. |
5. The option vests 25% on the first anniversary of the grant date and monthly thereafter over 36 months. The grant date was June 19, 2019. |
6. The option vests 25% on the first anniversary of the vesting commencement date and quarterly thereafter over 12 quarters. The vesting commencement date was February 15, 2020. |
7. The option vests 25% on the first anniversary of the vesting commencement date and quarterly thereafter over 12 quarters. The vesting commencement date was February 15, 2021. |
8. The Series A Preferred Stock is convertible into common stock and has no expiration date. |
9. The Series B Preferred Stock is convertible into common stock and has no expiration date. |
10. The Series D Preferred Stock is convertible into common stock and has no expiration date. |
11. The Series C Preferred Stock is convertible into common stock and has no expiration date. |
12. The Series D Preferred Stock is convertible into common stock and has no expiration date. |
Remarks: |
President and Chief Executive Offier Exhibit List Exhibit 24 - Power of Attorney |
/s/ Ryan Stahl, Attorney-in-Fact for Michael Praeger | 10/12/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |