0000896841-21-000051.txt : 20210316 0000896841-21-000051.hdr.sgml : 20210316 20210316203326 ACCESSION NUMBER: 0000896841-21-000051 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210314 FILED AS OF DATE: 20210316 DATE AS OF CHANGE: 20210316 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ruzicka Dana CENTRAL INDEX KEY: 0001651536 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36254 FILM NUMBER: 21748064 MAIL ADDRESS: STREET 1: 75 NETWORK DRIVE CITY: BURLINGTON STATE: MA ZIP: 01803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AVID TECHNOLOGY, INC. CENTRAL INDEX KEY: 0000896841 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042977748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 75 NETWORK DRIVE CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 978-640-6789 MAIL ADDRESS: STREET 1: 75 NETWORK DRIVE CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: AVID TECHNOLOGY INC DATE OF NAME CHANGE: 19930203 4 1 wf-form4_161594118844436.xml FORM 4 X0306 4 2021-03-14 0 0000896841 AVID TECHNOLOGY, INC. AVID 0001651536 Ruzicka Dana 75 NETWORK DRIVE BURLINGTON MA 01803 0 1 0 0 SVP & GM Audio and Music Common Stock 2021-03-14 4 F 0 1181 21.11 D 345050 D Common Stock 2021-03-15 4 F 0 1709 21.75 D 343341 D Common Stock 2021-03-15 4 M 0 17388 21.75 A 360729 D Common Stock 2021-03-15 4 A 0 8694 0 A 369423 D Common Stock 2021-03-15 4 F 0 10258 21.75 D 359165 D Common Stock 2021-03-15 4 F 0 6838 21.75 D 352327 D Common Stock 2021-03-15 4 M 0 17388 21.75 A 369715 D Common Stock 2021-03-15 4 A 0 8694 0 A 378409 D Common Stock 2021-03-15 4 F 0 10258 21.75 D 368151 D Common Stock 2021-03-15 4 A 0 14942 0 A 383093 D Common Stock 2021-03-15 4 M 0 25000 7.70 A 408093 D Common Stock 2021-03-15 4 S 0 25000 20.8499 D 383093 D Common Stock 2021-03-16 4 S 0 18309 22.2528 D 364784 D Performance Rights (Restricted Stock Units) 21.75 2021-03-15 4 M 0 17388 0 D 2021-03-15 2022-03-15 Common Stock 17388.0 17389 D Performance Rights (Restricted Stock Units) 21.75 2021-03-15 4 M 0 17388 0 D 2021-03-15 2023-03-15 Common Stock 17388.0 34778 D Performance Rights (Restricted Stock Units) 2021-03-15 4 A 0 14942 0 A 2024-03-15 Common Stock 14942.0 14942 D Employee Stock Option (Right to Buy) 7.7 2021-03-15 4 M 0 25000 0 D 2015-08-15 2021-08-15 Common Stock 25000.0 0 D Represents shares withheld by the Issuer to satisfy tax withholding obligation upon the vesting on March 14, 2021 of 8.33% of the restricted stock units awarded on March 14, 2018. This award includes a provision requiring the withholding of shares by the Issuer to pay the required withholding taxes due on the vesting date. Represents shares withheld by the Issuer to satisfy tax withholding obligation upon the vesting on March 15, 2021 of 8.33% of the restricted stock units awarded on March 15, 2019. This award includes a provision requiring the withholding of shares by the Issuer to pay the required withholding taxes due on the vesting date. Represents the number of shares issued as a result of the vesting of performance-based restricted stock units based on the Issuer's relative total shareholder return (rTSR) to the Russell 2000 index from March 15, 2019 to March 15, 2021. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. This award includes a provision for withholding of shares by the Issuer to pay the required withholding taxes due on each such vesting date. Represents the number of additional shares issued as a result of the vesting at 150% of performance-based restricted stock units based on the Issuer's relative total shareholder return (rTSR) to the Russell 2000 index from March 15, 2019 to March 15, 2021. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. This award includes a provision for withholding of shares by the Issuer to pay the required withholding taxes due on each such vesting date. Represents shares withheld by the Issuer to satisfy tax withholding obligation upon the vesting on March 15, 2021 of the performance-based restricted stock units awarded on March 15, 2019. This award includes a provision requiring the withholding of shares by the Issuer to pay the required withholding taxes due on the vesting date. Represents shares withheld by the Issuer to satisfy tax withholding obligation upon the vesting on March 15, 2021 of 33.33% of the restricted stock units awarded on March 15, 2020. This award includes a provision requiring the withholding of shares by the Issuer to pay the required withholding taxes due on the vesting date. Represents the number of shares issued as a result of the vesting of performance-based restricted stock units based on the Issuer's relative total shareholder return (rTSR) to the Russell 2000 index from March 15, 2020 to March 15, 2021. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. This award includes a provision for withholding of shares by the Issuer to pay the required withholding taxes due on each such vesting date. Represents the number of additional shares issued as a result of the vesting at 150% of performance-based restricted stock units based on the Issuer's relative total shareholder return (rTSR) to the Russell 2000 index from March 15, 2020 to March 15, 2021. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. This award includes a provision for withholding of shares by the Issuer to pay the required withholding taxes due on each such vesting date. Represents shares withheld by the Issuer to satisfy tax withholding obligation upon the vesting on March 15, 2021 of the performance-based restricted stock units awarded on March 15, 2020. This award includes a provision requiring the withholding of shares by the Issuer to pay the required withholding taxes due on the vesting date. Represents an award of restricted stock units that will vest on a time-based vesting schedule as follows: 33.33% on the first anniversary of the grant date of March 15, 2021, and the remaining 66.66% in equal 8.33% installments every 3 months thereafter, provided the reporting person continues to be employed by the Issuer on each such vesting date. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. This award includes a provision requiring the withholding of shares by the Issuer to pay the required withholding taxes due on the vesting date. The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on March 15, 2021 in multiple transactions at prices ranging from $20.44 to $21.14, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on March 16, 2021 in multiple transactions at prices ranging from $22.01 to $22.35, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Represents an award of restricted stock units which vest on a performance-based schedule based on the Issuer's relative total shareholder return (rTSR) to the Russell 2000 index in 2022, 2023 and 2024. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. This award includes a provision for the withholding of shares by the Issuer to pay the required withholding taxes due on each such vesting date. The option vests on a time-based schedule as follows: 33.33% vesting on the first anniversary of the vesting start date and 8.25% for each three-month period thereafter, provided the reporting person continues to be employed by Avid Technology, Inc. (the "Issuer") on each such vesting date. The option was fully vested and exercisable on August 15, 2017. The vesting start was determined by our compensation committee based on the date such grant would have been made in the absence of the restatement. /s/ Alessandra Melloni as Attorney-in-Fact for Dana Ruzicka 2021-03-16 EX-24 2 poaruzicka.htm RUZICKA POA 04-23-19
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
       Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of
Jason A. Duva, Alessandra Melloni and Gregory McIntosh, signing singly and each acting individually,
as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described
to:
       (1)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer
and/or director of Avid Technology, Inc. (the "Company"), Forms 3, 4, and 5 (including any amendments
thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder
(the "Exchange Act");
       (2)    do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and
execute any amendment or amendments thereto, and timely deliver and file such form with the United
States Securities and Exchange Commission and any stock exchange or similar authority;
       (3)    seek or obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person
to release any such information to such attorney-in-fact and approves and ratifies any such release of
information; and
       (4)    take any other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the
undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of this 23rd day of April, 2019.


/s/ Dana Ruzicka