SEC Form 4 · accession 0001378848-16-000022
AVID TECHNOLOGY, INC. · AVID
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John W. Frederick
Other
Period of report
Aug 15, 2016
Accepted (ET)
Aug 17, 2016 · 4:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000896841
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 15, 2016 | M | 41,300 | $7.40 | A | 128,852 | D | |
| Common StockF1 | Aug 15, 2016 | S | 41,300 | $9.11 | D | 87,552 | D | |
| Common Stock | Aug 15, 2016 | M | 225,000 | $7.87 | A | 312,552 | D | |
| Common StockF2 | Aug 15, 2016 | S | 225,000 | $9.06 | D | 87,552 | D | |
| Common Stock | Aug 16, 2016 | M | 116,206 | $7.40 | A | 203,758 | D | |
| Common StockF3 | Aug 16, 2016 | S | 116,206 | $9.10 | D | 87,552 | D | |
| Common Stock | Aug 16, 2016 | M | 55,000 | $7.87 | A | 142,552 | D | |
| Common StockF4 | Aug 16, 2016 | S | 55,000 | $9.13 | D | 87,552 | D | |
| Common Stock | Aug 16, 2016 | M | 20,000 | $7.87 | A | 107,552 | D | |
| Common StockF5 | Aug 16, 2016 | S | 20,000 | $9.11 | D | 87,552 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6 | $7.40 | Aug 15, 2016 | M | 41,300 | D | Feb 12, 2015 | Nov 1, 2016 | Common Stock | 41,300 | 116,206 | D |
| Employee Stock Option (right to buy)F7 | $7.87 | Aug 15, 2016 | M | 225,000 | D | May 11, 2013 | Nov 1, 2016 | Common Stock | 225,000 | 55,000 | D |
| Employee Stock Option (right to buy)F6 | $7.40 | Aug 16, 2016 | M | 116,206 | D | Feb 12, 2015 | Nov 1, 2016 | Common Stock | 116,206 | 0 | D |
| Employee Stock Option (right to buy)F7 | $7.87 | Aug 16, 2016 | M | 55,000 | D | May 11, 2013 | Nov 1, 2016 | Common Stock | 55,000 | 0 | D |
| Employee Stock Option (right to buy)F8 | $7.87 | Aug 16, 2016 | M | 20,000 | D | Feb 11, 2014 | Nov 1, 2016 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1The 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.
- F2The 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.
- F3The 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.
- F4The 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.
- F5The 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.
- F6The 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.
- F7The 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.
- F8The option was vested and exercisable on February 11, 2014.