0000905148-23-001325.txt : 20231107
0000905148-23-001325.hdr.sgml : 20231107
20231107164429
ACCESSION NUMBER: 0000905148-23-001325
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: Gayron Kenneth L
CENTRAL INDEX KEY: 0001669103
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36254
FILM NUMBER: 231384707
MAIL ADDRESS:
STREET 1: 75 NETWORK DRIVE
CITY: BURLINGTON
STATE: MA
ZIP: 34212
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
0001669103
Gayron Kenneth L
75 BLUE SKY DRIVE
BURLINGTON
MA
01803
true
EVP, CFO & Corp Treasurer
false
Common Stock
2023-11-07
4
D
0
320298
27.05
D
33293
D
Common Stock
2023-11-07
4
D
0
33293
27.05
D
0
D
Performance Rights (Restricted Stock Units)
2023-11-07
4
D
0
8046
D
2024-03-15
Common Stock
8046
0
D
Performance Rights (Restricted Stock Units)
2023-11-07
4
D
0
12286
D
2025-03-15
Common Stock
12286
0
D
Performance Rights (Restricted Stock Units)
2023-11-07
4
D
0
20055
D
2026-03-15
Common Stock
20055
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 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.
Represents RSUs remaining from an award in 2021, which vest on a performance-based schedule based on the Issuer's relative total shareholder return (rTSR) to the Russell 2000 index in 2024. 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.
Represents RSUs remaining from an award in 2022, 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 and 2025. 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.
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.
/s/ Jacob Adams as Attorney-in-Fact for Kenneth L Gayron
2023-11-07