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