Wolfe Lauren Taylor Form 4 AVID TECHNOLOGY / Lauren Taylor Wolfe ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Asmar Christian

(Last) (First) (Middle)

450 WEST 14TH STREET, 12TH FLOOR

(Street)

NEW YORK CITY NY 10014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AVID TECHNOLOGY, INC. [ AVID ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(4)	11/07/2023		D(1)(2)		36,577	D	$27.05(1)(2)	6,203	D(5)
Common Stock(4)	11/07/2023		D(1)(3)		6,203	D	$27.05(1)(3)	0	D(5)
Common Stock(4)	11/07/2023		D(1)(2)		7,131,793	D	$27.05(1)(2)	0	I	See Footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Asmar Christian

(Last) (First) (Middle)

450 WEST 14TH STREET, 12TH FLOOR

(Street)

NEW YORK CITY NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Impactive Capital LP

(Last) (First) (Middle)

450 WEST 14TH STREET, 12TH FLOOR

(Street)

NEW YORK CITY NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Impactive Capital GP LLC

(Last) (First) (Middle)

450 WEST 14TH STREET, 12TH FLOOR

(Street)

NEW YORK CITY NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Impactive Capital LLC

(Last) (First) (Middle)

450 WEST 14TH STREET, 12TH FLOOR

(Street)

NEW YORK CITY NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wolfe Lauren Taylor

(Last) (First) (Middle)

450 WEST 14TH STREET, 12TH FLOOR

(Street)

NEW YORK CITY NY 10014

(City) (State) (Zip)

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. This Form 4 is filed jointly by Impactive Capital GP LLC ("Impactive GP"), Impactive Capital LP ("Impactive Capital"), Impactive Capital LLC ("Impactive Capital GP"), Lauren Taylor Wolfe and Christian Asmar (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its pecuniary interest therein.

5. Because Mr. Asmar serves on the board of directors (the "Board") as a representative of Impactive Capital and its affiliates, Impactive Capital is entitled to receive the direct economic interest in securities granted to Mr. Asmar by the Issuer in respect of Mr. Asmar's Board position. Mr. Asmar disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Asmar had any economic interest in such securities except any indirect economic interest through Impactive Capital and its affiliates.

6. The securities of the Issuer reported herein are beneficially owned by Impactive GP and Impactive Capital. As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the securities of the Issuer beneficially owned by Impactive Capital. As managing members of each of Impactive GP and Impactive Capital GP, each of Ms. Taylor Wolfe and Mr. Asmar may be deemed to beneficially own the securities of the Issuer beneficially owned by Impactive GP and Impactive Capital GP.

Remarks:

Christian Asmar, Managing Member of each of Impactive Capital GP LLC and Impactive Capital LLC, the general partner of Impactive Capital LP, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.

	/s/ Christian Asmar	11/07/2023
	IMPACTIVE CAPITAL LP, By: Impactive Capital LLC, its general partner, By: /s/ Lauren Taylor Wolfe, Managing Member	11/07/2023
	IMPACTIVE CAPITAL GP LLC, By: /s/ Lauren Taylor Wolfe, Managing Member	11/07/2023
	IMPACTIVE CAPITAL LLC, By: /s/ Lauren Taylor Wolfe, Managing Member	11/07/2023
	/s/ Lauren Taylor Wolfe	11/07/2023
	** Signature of Reporting Person	Date
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