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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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AvePoint, Inc. [ AVPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 03/05/2024 | A | 134,048(2) | A | $0 | 612,721(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (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 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 | ||||||||
| Stock Option (Right to Buy)(4) | $7.46 | 03/05/2024 | A | 234,960 | 03/05/2025(5) | 03/05/2035 | Common Stock | 234,960 | $7.46 | 5,099,382(6) | D | ||||
| Explanation of Responses: |
| 1. This security represents Issuer's common stock as well as restricted stock units (each, an "RSU") granted to the reporting person under the Issuer's 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock |
| 2. Represents performance-based RSUs based upon two metrics: FY25 GAAP Profitability and Non-GAAP Rule of 40. Actual payouts may represent 50% to 150% of granted value. These performance-based RSUs will vest 50% on March 5, 2026 and then 25% annually after, using FY25 as the performance period. |
| 3. Includes aggregate vested and unvested RSUs held by the Reporting Person subject to the vesting schedules previously reported on Table I on a Form 4 filed with the Securities and Exchange Commission on September 3, 2021, March 22, 2022 and March 23, 2023. |
| 4. This security represents options to purchase the Issuer's common stock granted to the Reporting Person under the Issuer's 2021 Equity Incentive Plan. |
| 5. 25% of the shares underlying this option will vest on March 5, 2025, and the remaining options vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
| 6. This security represents options to purchase the Issuer's common stock granted to the reporting person under the Issuer's 2021 Equity Incentive Plan. Each option represents the contingent right to receive, upon exercise of the option, one share of the Issuer's common stock. |
| /s/ Brian Michael Brown, Attorney-in-Fact | 03/07/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||