0000905148-23-001331.txt : 20231107 0000905148-23-001331.hdr.sgml : 20231107 20231107164648 ACCESSION NUMBER: 0000905148-23-001331 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: Toomey David CENTRAL INDEX KEY: 0001946674 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36254 FILM NUMBER: 231384756 MAIL ADDRESS: STREET 1: 75 NETWORK DRIVE CITY: BURLINGTON STATE: MA ZIP: 01830 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 0001946674 Toomey David 75 BLUE SKY DRIVE BURLINGTON MA 01803 true SVP & GM Audio and Music false Common Stock 2023-11-07 4 D 0 6168 27.05 D 16822 D Common Stock 2023-11-07 4 D 0 16822 27.05 D 0 D Performance Rights (Restricted Stock Units) 2023-11-07 4 D 0 10463 D 2026-03-15 Common Stock 10463 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 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. Includes 163 shares acquired under the Issuer's Employee Stock Purchase Plan on October 31, 2023. /s/ Jacob Coffman Adams as Attorney-in-Fact for David Toomey 2023-11-07