0001437749-21-020544.txt : 20210819 0001437749-21-020544.hdr.sgml : 20210819 20210819173824 ACCESSION NUMBER: 0001437749-21-020544 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210817 FILED AS OF DATE: 20210819 DATE AS OF CHANGE: 20210819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jiang Tianyi CENTRAL INDEX KEY: 0001865596 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39048 FILM NUMBER: 211191152 MAIL ADDRESS: STREET 1: C/O AVEPOINT, INC. STREET 2: 525 WASHINGTON BOULEVARD, SUITE 1400 CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER NAME: FORMER CONFORMED NAME: Jiang Tiany DATE OF NAME CHANGE: 20210603 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AvePoint, Inc. CENTRAL INDEX KEY: 0001777921 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 834461709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: SUITE 1400 CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: (201) 793-1111 MAIL ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: SUITE 1400 CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: Apex Technology Acquisition Corp DATE OF NAME CHANGE: 20190528 4 1 rdgdoc.xml FORM 4 X0306 4 2021-08-17 0001777921 AvePoint, Inc. AVPT 0001865596 Jiang Tianyi C/O AVEPOINT, INC. 525 WASHINGTON BOULEVARD, SUITE 1400 JERSEY CITY NJ 07310 1 1 Chief Executive Officer Common Stock 6536170 I By LLCs Common Stock 7755257 I By GRAT Common Stock 1862424 D Common Stock 2021-08-17 4 P 0 100000 9.3645 A 17079834 I By Spouse Stock Option (Right to Buy) 1.3358 2026-07-01 Common Stock 869144 869144 D Stock Option (Right to Buy) 1.5866 2029-01-10 Common Stock 521486 521486 D Stock Option (Right to Buy) 3.9050 2030-08-12 Common Stock 2913701 2913701 D Stock Option (Right to Buy) 3.9050 2030-08-12 Common Stock 259840 259840 D 2,633,766 of these shares are held by Red Kite LLC, and 3,902,404 of these shares are held by River Valley Ltd. The Reporting Person disclaims beneficial ownership with respect to the shares held by each of the limited liability companies, except to the extent his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. These shares are held by the Capella 2021 GRAT (the "GRAT"). The Reporting Person disclaims beneficial ownership with respect to the shares held by the GRAT, except to the extent his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose Pursuant to an agreement between the Issuer and the Reporting Person, dated as of June 30, 2021, the Reporting Person is entitled to receive these shares on the earlier of (i) July 1, 2022 and (ii) specified events including change of control of the Issuer, separation of service, and the Reporting Person's disability or death. These shares are held by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership with respect to the shares held by his spouse, except to the extent his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. This represents the aggregate share holdings of the Reporting Person as of the date hereof, consisting of (i) 7,755,257 shares held by the Capella 2021 GRAT, of which the Reporting Person is trustee, (ii) 3,902,404 shares held by River Valley Ltd, (iii) 2,633,766 shares held by Red Kite LLC, (iv) 825,983 shares underlying options exercisable within 60 days of July 1, 2021, (v) 100,000 shares held by Reporting Person's spouse, and (vi) 1,862,424 shares which the Reporting Person is entitled to receive on the earlier of (A) July 1, 2022 and (B) specified events including change of control of the Issuer, separation of service and the Reporting Person's disability or death, pursuant to an agreement with the Issuer dated June 30, 2021. This option is fully vested and immediately exercisable. 25% of the shares underlying this option vested on January 10, 2020; the remaining options vest and become exercisable in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date. 25% of the shares underlying this option vested on August 12, 2021; the remaining options vest and become exercisable in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date. /s/ Brian Brown, Attorney-in-Fact 2021-08-19 EX-24 2 avpt20210819_sec16.htm avpt20210819_sec16.htm

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Brian Brown of AvePoint, Inc., and John T. McKenna, Brian F. Leaf, Katie Kazem, Natasha Patel, Andrew Durand and Jill Simon of Cooley LLP, with full power of substitution, signing individually, the undersigned's true and lawful attorneys-in-fact and agents to:

 

(1)         execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of AvePoint, 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, as amended (the "Exchange Act") and the rules thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;

 

(2)         do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to execute such Forms 3, 4 or 5 or Form ID (including any amendments thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)         take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, 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 is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) 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, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP.

 

In Witness Whereof, the undersigned has caused this Power of Attorney to be executed as of May 28, 2021.

 

 

  /s/ Tianyi Jiang
  Tianyi Jiang