Avid Bioservices Inc.
12/27/2024 | Press release | Distributed by Public on 12/27/2024 18:31
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units (FY 2023 Grant)(4) | (2) | 12/25/2024 | D | 5,043 | (5) | (5) | Common Stock | 5,043 | $ 0 | 123,485 | D | ||||
| Performance Stock Units (FY 2023 Grant)(4) | (2) | 12/25/2024 | D | 5,044 | (6) | (6) | Common Stock | 5,044 | $ 0 | 118,441 | D | ||||
| Performance Stock Units (FY 2024 Grant)(4) | (2) | 12/25/2024 | D | 5,652 | (5) | (5) | Common Stock | 5,652 | $ 0 | 112,789 | D | ||||
| Performance Stock Units (FY 2024 Grant)(4) | (2) | 12/25/2024 | D | 5,652 | (6) | (6) | Common Stock | 5,652 | $ 0 | 107,137 | D |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Richieri Richard A. 14191 MYFORD ROAD TUSTIN, CA 92780 |
Chief Operations Officer |
Signatures
| /s/ Stephen Hedberg, by Power of Attorney for Richard A. Richieri | 12/27/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") whereby the Issuer will be acquired by funds managed by affiliates of GHO Capital Partners LLP and Ampersand Capital Partners, the Board of Directors of the Issuer accelerated the payment of certain equity awards in connection with certain actions to mitigate adverse tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986 (as amended) that could arise in connection with the anticipated transactions under the Merger Agreement. The accelerated settlement of equity awards reported in this Form 4 was contingent upon the reporting person's agreement to repay accelerated compensation amounts under certain conditions. |
| (2) | Each performance stock unit ("PSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock. |
| (3) | Represents the shares sold by the reporting person pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting of the PSUs described in footnotes 4 and 5. This sale does not represent a discretionary trade by the reporting person. |
| (4) | The PSUs granted to the reporting person were subject to the Issuer achieving certain fiscal year financial milestones over three (3) consecutive fiscal year performance periods (i.e., May 1 to April 30) commencing with the fiscal year in which the PSU was initially granted (each fiscal year a "Performance Period"). Subject to the Issuer attaining the applicable fiscal year milestones, 1/3rd of the PSUs were scheduled to 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 initially reported by the reporting person was based on a maximum 200% achievement of each milestone during each Performance Period (the "Maximum Performance Target"). If a milestone was achieved at a rate below the Maximum Performance Target, or was not achieved, the corresponding portion of the PSUs that did not vest would be forfeited. |
| (5) | Vested PSUs settled into shares of the Issuer's Common Stock on December 25, 2024. |
| (6) | Represents the forfeiture of unearned PSUs for the Performance Period ending April 30, 2025. |