0001378848-16-000022.txt : 20160817 0001378848-16-000022.hdr.sgml : 20160817 20160817161432 ACCESSION NUMBER: 0001378848-16-000022 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160815 FILED AS OF DATE: 20160817 DATE AS OF CHANGE: 20160817 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AVID TECHNOLOGY, INC. CENTRAL INDEX KEY: 0000896841 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] 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: 978.640.3241 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Frederick John W. CENTRAL INDEX KEY: 0001378848 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36254 FILM NUMBER: 161838729 MAIL ADDRESS: STREET 1: AVID STREET 2: 75 NETWORK DRIVE CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER NAME: FORMER CONFORMED NAME: WILBERT FREDERICK JOHN DATE OF NAME CHANGE: 20130909 FORMER NAME: FORMER CONFORMED NAME: Frederick John Wilbert DATE OF NAME CHANGE: 20061020 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-08-15 1 0000896841 AVID TECHNOLOGY, INC. AVID 0001378848 Frederick John W. AVID TECHNOLOGY, INC. 75 NETWORK DRIVE BURLINGTON MA 01803 0 0 0 1 Former EVP, CFO & CAO Common Stock 2016-08-15 4 M 0 41300 7.40 A 128852 D Common Stock 2016-08-15 4 S 0 41300 9.11 D 87552 D Common Stock 2016-08-15 4 M 0 225000 7.87 A 312552 D Common Stock 2016-08-15 4 S 0 225000 9.06 D 87552 D Common Stock 2016-08-16 4 M 0 116206 7.40 A 203758 D Common Stock 2016-08-16 4 S 0 116206 9.10 D 87552 D Common Stock 2016-08-16 4 M 0 55000 7.87 A 142552 D Common Stock 2016-08-16 4 S 0 55000 9.13 D 87552 D Common Stock 2016-08-16 4 M 0 20000 7.87 A 107552 D Common Stock 2016-08-16 4 S 0 20000 9.11 D 87552 D Employee Stock Option (right to buy) 7.40 2016-08-15 4 M 0 41300 0 D 2015-02-12 2016-11-01 Common Stock 41300 116206 D Employee Stock Option (right to buy) 7.87 2016-08-15 4 M 0 225000 0 D 2013-05-11 2016-11-01 Common Stock 225000 55000 D Employee Stock Option (right to buy) 7.40 2016-08-16 4 M 0 116206 0 D 2015-02-12 2016-11-01 Common Stock 116206 0 D Employee Stock Option (right to buy) 7.87 2016-08-16 4 M 0 55000 0 D 2013-05-11 2016-11-01 Common Stock 55000 0 D Employee Stock Option (right to buy) 7.87 2016-08-16 4 M 0 20000 0 D 2014-02-11 2016-11-01 Common Stock 20000 0 D The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 15, 2016 in multiple transactions at prices ranging from $9.10 to $9.13, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 15, 2016 in multiple transactions at prices ranging from $8.95 to $9.15, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 16, 2016 in multiple transactions at prices ranging from $9.00 to $9.14, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 16, 2016 in multiple transactions at prices ranging from $9.12 to $9.15, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 16, 2016 in multiple transactions at prices ranging from $9.01 to $9.13, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The option vests as follows: (i) on the later of the date the Company's registration statement covering the exercise of the option is effective (the "Effective Date") or February 12, 2015, the vested number of shares shall equal (A) 33.33% of the shares plus (B) an additional 8.25% of the shares for each three-month period, if any, starting from February 12, 2015, that is completed on or before the Effective Date, and (ii) thereafter the shares shall vest in equal installments of 8.25% of the shares upon the conclusion of each three-month period (starting from February 12, 2015) that ends after the Effective Date, with the first vesting date on February 12, 2015; provided that the officer is employed by the Company on such vesting date. The option was vested and exercisable on May 12, 2016. The options were modified from performance-based and market based to time-based vesting (credited for time already served since the original grant date) with a one-time performance-based acceleration as determined by the compensation committee based on the Company's 2014 Adjusted EBITDA results, as described in "Long-Term Equity Incentive Compensation - 2014 Equity Grants" in the Company's 2016 Proxy Statement. In March 2015, the compensation committee made a determination of acceleration based on the Company's financials for fiscal year 2014, and a portion of the outstanding modified options were accelerated, with the first vesting date on May 11, 2013, with the remaining continuing to vest on a time based schedule, all as described in "Long-Term Equity Incentive Compensation - 2015 Equity Grants" in the Company's 2016 Proxy Statement. The option was vested and exercisable on August 11, 2015. The option was vested and exercisable on February 11, 2014. /s/ Alessandra Melloni as Attorney-in-Fact for John W. Frederick 2016-08-17 EX-24 2 ex24_jf.htm POA FOR JOHN FREDERICK
LIMITED POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS



       Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of

Jason Duva and Nina Andersson-Willard, signing singly and each acting individually, as the

undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to:

       (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer

and/or director of Avid Technology, 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 and the rules thereunder

(the "Exchange Act");

       (2) do and perform any and all acts for and on behalf of the undersigned which may be

necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and

execute any amendment or amendments thereto, and timely deliver and file such form with the United

States Securities and Exchange Commission and any stock exchange or similar authority;

       (3) seek or obtain, as the undersigned's representative and on the undersigned's behalf,

information regarding transactions in the Company's securities from any third party, including brokers,

employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person

to release any such information to such attorney-in-fact and approves and ratifies any such release of

information; and

       (4) take any other action of any type whatsoever in connection with the foregoing which, in

the opinion of such attorney-in-fact, may be of benefit to, 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 relieving, nor is the Company assuming nor relieving, any of the

undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned

acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the

undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the

undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the

undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until 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, unless earlier revoked by the undersigned in a signed writing delivered

to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as

of this 12th day of May 2015.





/s/ John W. Frederick

John W. Frederick