0000905148-23-001330.txt : 20231107
0000905148-23-001330.hdr.sgml : 20231107
20231107164623
ACCESSION NUMBER: 0000905148-23-001330
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231107
FILED AS OF DATE: 20231107
DATE AS OF CHANGE: 20231107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Victoria Mariesa
CENTRAL INDEX KEY: 0001936983
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36254
FILM NUMBER: 231384749
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
form4.xml
X0508
4
2023-11-07
true
0000896841
AVID TECHNOLOGY, INC.
AVID
0001936983
Victoria Mariesa
75 BLUE SKY DRIVE
BURLINGTON
MA
01803
true
VP & Chief Accounting Officer
false
Common Stock
2023-11-07
4
D
0
2293
27.05
D
13796
D
Common Stock
2023-11-07
4
D
0
4892
27.05
D
8904
D
Common Stock
2023-11-07
4
D
0
8904
27.05
D
0
D
Performance Rights (Restricted Stock Units)
2023-11-07
4
D
0
4359
D
2026-03-15
Common Stock
4359
0
D
Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2023 (the "Merger Agreement"), by and among the Issuer, Artisan Bidco, Inc., a Delaware corporation ("Parent"), and Artisan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), effective November 7, 2023, among other things, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive $27.05 in cash, subject to any required tax withholding in accordance with the terms of the Merger Agreement.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU") award that vested as a result of the consummation of the transactions contemplated by the Merger Agreement ("vested RSU award") was cancelled and, in exchange therefor, each holder of any such cancelled vested RSU award became solely entitled to receive, in consideration of the cancellation of such vested RSU award and in settlement therefor, a payment in cash of an amount equal to the product of (i) the number of RSUs subject to such vested RSU award immediately prior to the Effective Time multiplied by (ii) $27.05 (less any required tax withholdings in accordance with the terms of the Merger Agreement).
Pursuant to the Merger Agreement, at the Effective Time, each unvested RSU award, including each unvested award of performance-based RSUs, was automatically cancelled and converted solely into the contingent right to receive a cash payment equal to the product of (i) the number of RSUs subject to such unvested RSU award immediately prior to the Effective Time multiplied by (ii) $27.05, with such converted cash award generally subject to the same vesting terms and conditions that applied to the corresponding RSU prior to the Effective Time, with payment forfeited to the extent vesting is not satisfied, except if the holder's service is terminated without cause.
Represents RSUs from an award in 2023, which vest in equal installments on a performance-based schedule based on the Issuer's relative total shareholder return (rTSR) to the Russell 2000 index in 2024, 2025 and 2026. 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.
Pursuant to the change in control provision in the Reporting Person's award of 4,892 RSUs on August 10, 2023, 100% of the RSUs vested at the Effective Time.
/s/ Jacob Adams as Attorney-in-Fact for Mariesa Victoria
2023-11-07