SEC FORM 3

SEC Form 3

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^*

Richieri Richard A.

(Last)

(First)

(Middle)

14191 MYFORD ROAD

(Street)

TUSTIN

92780

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2023

3. Issuer Name and Ticker or Trading Symbol
Avid Bioservices, Inc. [ CDMO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operations Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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, $0.001 par value	12,122	D
Common Stock, $0.001 par value	5,905	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽¹⁾	10/09/2026	Common Stock	56,250	$5.3	D
Stock Option (right to buy)	⁽²⁾	07/10/2027	Common Stock	48,498	$6.95	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	8,093	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	4,560	⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	12,294	⁽⁴⁾	D
Performance Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	10,809	⁽⁸⁾	D
Performance Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	30,261	⁽⁸⁾	D
Stock Option (right to buy)	⁽¹⁰⁾	12/14/2025	Common Stock	1,650	$5.22	I	By Spouse
Stock Option (right to buy)	⁽¹¹⁾	07/10/2026	Common Stock	1,430	$6.07	I	By Spouse
Stock Option (right to buy)	⁽²⁾	07/10/2027	Common Stock	2,000	$6.95	I	By Spouse
Restricted Stock Units	⁽¹²⁾	⁽¹²⁾	Common Stock	154	⁽⁴⁾	I	By Spouse
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	270	⁽⁴⁾	I	By Spouse
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	360	⁽⁴⁾	I	By Spouse
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	1,079	⁽⁴⁾	I	By Spouse

Explanation of Responses:

1. The stock option granted on October 9, 2019, vests in four (4) equal annual installments beginning October 9, 2020 and each year thereafter until fully-vested.

2. The stock option granted on July 10, 2020, vests in four (4) equal annual installments beginning July 10, 2021 and each year thereafter until fully-vested.

3. The restricted stock units ("RSU") granted on July 10, 2020, vest in four (4) equal annual installments beginning July 10, 2021 and each year thereafter until fully-vested.

4. Each RSU represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.

5. The RSUs granted on July 9, 2021, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2021 and each quarter thereafter until fully-vested.

6. The RSUs granted on July 9, 2022, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2022 and each quarter thereafter until fully-vested.

7. The performance stock units ("PSU") granted on July 9, 2021, is subject to the Issuer achieving certain fiscal year revenue and adjusted net profit milestones, weighted 60% and 40%, respectively, over three (3) fiscal year performance periods beginning with the Issuer's fiscal year ending April 30, 2022 and continuing through the fiscal year ending April 30, 2024 (each a "Performance Period"). Subject to the Issuer attaining the applicable fiscal year milestones, 1/3rd of the PSUs will vest on the last day of each fiscal year during the Performance Period. The number of PSUs listed is based on a maximum 200% achievement of each milestone during each remaining Performance Period (the "Maximum Performance Target"). In the event that a milestone is achieved at a rate below the Maximum Performance Target, or is not achieved, the corresponding portion of the PSUs that do not vest will be forfeited.

8. Each PSU represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.

9. The PSUs granted on July 9, 2022, is subject to the Issuer achieving certain fiscal year revenue and adjusted net profit milestones, each weighted 50%, over three (3) fiscal year performance periods beginning with the Issuer's fiscal year ending April 30, 2023 and continuing through the fiscal year ending April 30, 2025 (each a "Performance Period"). Subject to the Issuer attaining the applicable fiscal year milestones, 1/3rd of the PSUs will vest on the last day of each fiscal year during the Performance Period. The number of PSUs listed is based on a maximum 200% achievement of each milestone during each Performance Period (the "Maximum Performance Target"). In the event that a milestone is achieved at a rate below the Maximum Performance Target, or is not achieved, the corresponding portion of the PSUs that do not vest will be forfeited.

10. The stock option is fully-vested.

11. The stock option granted on July 10, 2019, vests in four (4) equal annual installments beginning July 10, 2020 and each year thereafter until fully-vested.

12. The RSUs granted on July 10, 2019, vests in four (4) equal annual installments beginning July 10, 2020 and each year thereafter until fully-vested.

	/s/ Stephen Hedberg, by Power of Attorney for Richard A. Richieri	05/05/2023
	** 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.
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