AvidXchange (AVDX) Form 4 AvidXchange / Michael Praeger 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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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^*

Praeger Michael

(Last) (First) (Middle)

C/O AVIDXCHANGE HOLDINGS, INC.

1210 AVIDXCHANGE LANE

(Street)

CHARLOTTE NC 28206

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AvidXchange Holdings, Inc. [ AVDX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023

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

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

X	Form filed by One Reporting Person
	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	11/15/2023		M		4,592	A	(1)	9,922,180	D
Common Stock	11/15/2023		M		17,852	A	(1)	9,940,032	D
Common Stock	11/15/2023		M		32,649	A	(1)	9,972,681	D
Common Stock	11/15/2023		S(2)		2,102	D	$9.74(3)	9,970,579	D
Common Stock	11/15/2023		S(2)		8,169	D	$9.74(3)	9,962,410	D
Common Stock	11/15/2023		S(2)		14,939	D	$9.74(3)	9,947,471	D
Common Stock								501,680	I	By MP Charitable Trust
Common Stock								298,556	I	By Cindy Praeger
Common Stock								660,627	I	By Michael Praeger and Cindy Praeger, Joint Tenants with Right of Survivorship
Common Stock								280,767	I	By MP 2021 GRAT
Common Stock								1,888,652	I	By Green and Gold 2014 GRAT
Common Stock								1,328,276	I	By Green and Gold 2015 GRAT

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
Restricted Stock Units	(1)	11/15/2023		M			4,592	(4)	(4)	Common Stock	4,592	$0.00	4,592	D
Restricted Stock Units	(1)	11/15/2023		M			17,852	(5)	(5)	Common Stock	17,852	$0.00	89,268	D
Restricted Stock Units	(1)	11/15/2023		M			32,649	(6)	(6)	Common Stock	32,649	$0.00	293,844	D

Explanation of Responses:

1. Upon vesting, restricted stock units convert into common stock on a one-for-one-basis.

2. The sales reported on this Form 4 represent shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

3. This transaction was executed in multiple trades at prices ranging from $9.65 to $9.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

4. On October 1, 2020, the reporting person was granted 73,452 restricted stock units, vesting 25% on the first anniversary of the vesting commencement date and quarterly thereafter. The vesting commencement date was February 15, 2020.

5. On February 19, 2021, the reporting person was granted 285,652 restricted stock units, vesting 25% on the first anniversary of the vesting commencement date and quarterly thereafter. The vesting commencement date was February 15, 2021.

6. On March 16, 2022, the reporting person was granted 522,388 restricted stock units, vesting 25% on the first anniversary of the vesting commencement date and quarterly thereafter. The vesting commencement date was February 15, 2022.

Remarks:

	/s/ Ryan Stahl, Attorney-in-Fact for Michael Praeger	11/17/2023
	** 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).
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