| 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 |
| |||||||||||||||
| 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)
| 2. Issuer Name and Ticker or Trading Symbol AvePoint, Inc. [ AVPT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 07/06/2021 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 07/01/2021 | A | 168,117(1)(2) | A | $0.00 | 168,117 | I | By Spouse(3) | ||
| 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 | ||||||||
| Stock Option (right to buy) | $1.5866 | 07/01/2021 | A | 38,025 | (4) | 09/02/2028 | Common Stock | 38,025 | $0.00 | 38,025 | D | ||||
| Stock Option (right to buy) | $1.5866 | 07/01/2021 | A | 28,526 | (5) | 01/10/2029 | Common Stock | 28,526 | $0.00 | 28,526 | D | ||||
| Stock Option (right to buy) | $3.9049 | 07/01/2021 | A | 217,284 | (6) | 08/12/2030 | Common Stock | 217,284 | $0.00 | 217,284 | D | ||||
| Explanation of Responses: |
| 1. Received on July 1, 2021 pursuant to that certain Business Combination Agreement and Plan of Reorganization ("BCA"), dated as of November 23, 2020, as amended on December 30, 2020, March 8, 2021 and May 18, 2021, by and among Apex Technology Acquisition Corporation ("Apex"), Athena Technology Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Apex, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Apex and AvePoint, Inc. a Delaware corporation ("Former AvePoint") in exchange for Former AvePoint shares. |
| 2. The BCA provides that the former stockholders of Former AvePoint will receive additional shares of the Issuer's Common Stock if the Issuer's closing share price equals or exceeds $12.50, $15.00 and $17.50 for any 20 trading days within any consecutive 30-trading day period prior to July 1, 2028. The Reporting Person's right to receive additional shares pursuant to this earn-out became fixed and irrevocable on July 1, 2021, the effective date of the merger. |
| 3. These shares are held by the Reporting Person' spouse. The Reporting Person disclaims beneficial ownership with respect to the shares held by her spouse and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 4. 25% of the shares underlying this option vested on September 3, 2019 and the remaining 75% of the shares underlying this option have vested or will vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service at each vesting date. |
| 5. 25% of the shares underlying this option vested on January 10, 2020 and the remaining 75% of the shares underlying this option have vested or will vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service at each vesting date. |
| 6. 25% of the shares underlying this option vest on August 12, 2021 and the remaining 75% of the shares underlying this option will vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service at each vesting date. |
| Remarks: |
| /s/ Brian Leaf, Attorney-in-fact | 08/02/2021 | |
| ** 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. | ||
