SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Richieri Richard A.

(Last)

(First)

(Middle)

14191 MYFORD ROAD

(Street)

TUSTIN

92780

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Avid Bioservices, Inc. [ CDMO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	07/09/2024		M		2,512	A	⁽¹⁾	31,609	D
Common Stock, $0.001 par value	07/10/2024		S		910⁽²⁾	D	$7.54	30,699	D
Common Stock, $0.001 par value	07/09/2024		M		255	A	⁽¹⁾	6,996	I	By Spouse
Common Stock, $0.001 par value	07/10/2024		S		115⁽²⁾	D	$7.54	6,881	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽³⁾	07/09/2024		M		95,833		04/30/2025⁽⁴⁾	⁽⁴⁾	Common Stock	95,833	$0.0000	155,323	D
Restricted Stock Units	⁽¹⁾	07/09/2024		M		47,916		10/09/2024⁽⁵⁾	⁽⁵⁾	Common Stock	47,916	$0.0000	76,784	D
Restricted Stock Units	⁽¹⁾	07/09/2024		D			1,059	⁽⁶⁾	⁽⁶⁾	Common Stock	1,059	$0.0000	75,725	D
Restricted Stock Units	⁽¹⁾	07/09/2024		D			946	⁽⁷⁾	⁽⁷⁾	Common Stock	946	$0.0000	74,779	D
Restricted Stock Units	⁽¹⁾	07/09/2024		D			507	⁽⁸⁾	⁽⁸⁾	Common Stock	507	$0.0000	74,272	D
Restricted Stock Units	⁽¹⁾	07/09/2024		M		3,340		10/09/2024⁽⁵⁾	⁽⁵⁾	Common Stock	3,340	$0.0000	6,133	I	By Spouse
Restricted Stock Units	⁽¹⁾	07/09/2024		D			132	⁽⁶⁾	⁽⁶⁾	Common Stock	132	$0.0000	6,001	I	By Spouse
Restricted Stock Units	⁽¹⁾	07/09/2024		D			83	⁽⁷⁾	⁽⁷⁾	Common Stock	83	$0.0000	5,918	I	By Spouse
Restricted Stock Units	⁽¹⁾	07/09/2024		D			40	⁽⁸⁾	⁽⁸⁾	Common Stock	40	$0.0000	5,878	I	By Spouse

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.

2. Represents the shares sold by the reporting person and/or reporting person's spouse pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting and release of the RSUs described in footnotes 6, 7 and 8. This sale does not represent a discretionary trade by the reporting person and/or the reporting person's spouse.

3. Each performance stock unit ("PSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.

4. The vesting of the PSUs granted to the reporting person on July 9, 2024 is subject to the Issuer achieving certain fiscal year revenue and adjusted pre-tax net income milestones, each weighted 50%, over three (3) fiscal year performance periods beginning with the Issuer's fiscal year ending April 30, 2025 and continuing through the fiscal year ending April 30, 2027 (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, subject to the reporting person's continuous service to the Issuer on such vesting dates. The number of PSUs listed is based on a maximum 200% achievement of each milestone during each Performance Period (the "Maximum Performance Target"). If 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 are forfeited.

5. RSUs granted to the reporting person and/or the reporting person's spouse on July 9, 2024, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2024, and each quarter thereafter until fully-vested, subject to the reporting person's and/or the reporting person's spouse's continuous service to the Issuer on such vesting dates.

6. RSUs granted to the reporting person on July 9, 2023, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2023, and each quarter thereafter until fully-vested, subject to continuous service to the Issuer on such vesting dates.

7. RSUs granted to the reporting person 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, subject to continuous service to the Issuer on such vesting dates.

8. RSUs granted to the reporting person on July 9, 2021, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2021, and each quarter thereafter until fully-vested, subject to continuous service to the Issuer on such vesting dates.

	/s/ Stephen Hedberg, by Power of Attorney for Richard A. Richieri	07/11/2024
	** 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 4 (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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