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^*

Kwietniak Matthew R.

(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 Commercial 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	7,649	D

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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	6,693	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	16,392	⁽²⁾	D
Performance Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	14,280	⁽⁵⁾	D
Performance Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	40,348	⁽⁵⁾	D

Explanation of Responses:

1. The restricted stock units ("RSU") granted on October 11, 2021, is subject to a four (4) year vesting schedule. 25% vest on the first anniversary of the date of grant, and the remaining balance vest in twelve (12) equal quarterly installments beginning January 11, 2023 and each quarter thereafter until fully-vested.

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

3. 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.

4. The performance stock units ("PSU") granted on October 11, 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.

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

6. 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.

	/s/ Stephen Hedberg, by Power of Attorney for Matthew R. Kwietniak	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).
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