0000921895-23-002500.txt : 20231107 0000921895-23-002500.hdr.sgml : 20231107 20231107173332 ACCESSION NUMBER: 0000921895-23-002500 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: Impactive Capital LLC CENTRAL INDEX KEY: 0001786731 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36254 FILM NUMBER: 231385252 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH, 17TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 218-8812 MAIL ADDRESS: STREET 1: 152 WEST 57TH, 17TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wolfe Lauren Taylor CENTRAL INDEX KEY: 0001699118 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36254 FILM NUMBER: 231385251 MAIL ADDRESS: STREET 1: 3100 CUMBERLAND BOULEVARD STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30339 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Asmar Christian CENTRAL INDEX KEY: 0001787532 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36254 FILM NUMBER: 231385255 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 17TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Impactive Capital GP LLC CENTRAL INDEX KEY: 0001786733 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36254 FILM NUMBER: 231385253 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 17TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 218-8812 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 17TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Impactive Capital LP CENTRAL INDEX KEY: 0001786767 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36254 FILM NUMBER: 231385254 BUSINESS ADDRESS: STREET 1: 450 WEST 14 STREET STREET 2: 12TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10014 BUSINESS PHONE: (212) 218-8810 MAIL ADDRESS: STREET 1: 450 WEST 14 STREET STREET 2: 12TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10014 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 form412236003_11072023.xml OWNERSHIP DOCUMENT X0508 4 2023-11-07 1 0000896841 AVID TECHNOLOGY, INC. AVID 0001787532 Asmar Christian 450 WEST 14TH STREET, 12TH FLOOR NEW YORK CITY NY 10014 1 0 1 0 0001786767 Impactive Capital LP 450 WEST 14TH STREET, 12TH FLOOR NEW YORK CITY NY 10014 1 0 1 0 0001786733 Impactive Capital GP LLC 450 WEST 14TH STREET, 12TH FLOOR NEW YORK CITY NY 10014 1 0 1 0 0001786731 Impactive Capital LLC 450 WEST 14TH STREET, 12TH FLOOR NEW YORK CITY NY 10014 1 0 1 0 0001699118 Wolfe Lauren Taylor 450 WEST 14TH STREET, 12TH FLOOR NEW YORK CITY NY 10014 1 0 1 0 0 Common Stock 2023-11-07 4 D 0 36577 27.05 D 6203 D Common Stock 2023-11-07 4 D 0 6203 27.05 D 0 D Common Stock 2023-11-07 4 D 0 7131793 27.05 D 0 I See Footnote 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 unvested restricted stock unit ("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. This Form 4 is filed jointly by Impactive Capital GP LLC ("Impactive GP"), Impactive Capital LP ("Impactive Capital"), Impactive Capital LLC ("Impactive Capital GP"), Lauren Taylor Wolfe and Christian Asmar (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its pecuniary interest therein. Because Mr. Asmar serves on the board of directors (the "Board") as a representative of Impactive Capital and its affiliates, Impactive Capital is entitled to receive the direct economic interest in securities granted to Mr. Asmar by the Issuer in respect of Mr. Asmar's Board position. Mr. Asmar disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Asmar had any economic interest in such securities except any indirect economic interest through Impactive Capital and its affiliates. The securities of the Issuer reported herein are beneficially owned by Impactive GP and Impactive Capital. As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the securities of the Issuer beneficially owned by Impactive Capital. As managing members of each of Impactive GP and Impactive Capital GP, each of Ms. Taylor Wolfe and Mr. Asmar may be deemed to beneficially own the securities of the Issuer beneficially owned by Impactive GP and Impactive Capital GP. Christian Asmar, Managing Member of each of Impactive Capital GP LLC and Impactive Capital LLC, the general partner of Impactive Capital LP, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. /s/ Christian Asmar 2023-11-07 IMPACTIVE CAPITAL LP, By: Impactive Capital LLC, its general partner, By: /s/ Lauren Taylor Wolfe, Managing Member 2023-11-07 IMPACTIVE CAPITAL GP LLC, By: /s/ Lauren Taylor Wolfe, Managing Member 2023-11-07 IMPACTIVE CAPITAL LLC, By: /s/ Lauren Taylor Wolfe, Managing Member 2023-11-07 /s/ Lauren Taylor Wolfe 2023-11-07