Matthew R. Kwietniak Form 4 Avid Bioservices / Matthew R. Kwietniak 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^*

Kwietniak Matthew R.

(Last) (First) (Middle)

14191 MYFORD ROAD

(Street)

TUSTIN CA 92780

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Avid Bioservices, Inc. [ CDMO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2023

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, $0.001 par value	06/28/2023		M		10,365	A	(1)	18,014	D
Common Stock, $0.001 par value	06/29/2023		S		3,947(2)	D	$12.7003(3)	14,067	D

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
Performance Stock Units (FY 2022 Grant)(4)	(1)	06/28/2023		M			3,641	(5)	(5)	Common Stock	3,641	$0	50,987	D
Performance Stock Units (FY 2022 Grant)(4)	(1)	06/28/2023		D			3,499	(6)	(6)	Common Stock	3,499	$0	47,488	D
Performance Stock Units (FY 2023 Grant)(4)	(1)	06/28/2023		M			6,724	(5)	(5)	Common Stock	6,724	$0	40,764	D
Performance Stock Units (FY 2023 Grant)(4)	(1)	06/28/2023		D			6,725	(6)	(6)	Common Stock	6,725	$0	34,039	D

Explanation of Responses:

1. Each performance stock unit ("PSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.

2. Represents the shares automatically sold by the reporting person pursuant to an election to satisfy tax withholding obligations in connection with the vesting of the PSUs described in footnote 4. This sale does not represent a discretionary trade by the reporting person.

3. Represents a weighted average sales price per share. These shares were sold at prices ranging from $12.70 to $12.72. The Reporting Person has provided to the Issuer, and hereby undertakes to provide the SEC staff or a security holder of the Issuer, upon request, information regarding the number of shares sold at each respective price within the range set forth in this footnote.

4. The PSUs granted to the reporting person vest based on the Issuer achieving certain fiscal year financial milestones over three (3) consecutive fiscal year performance periods (i.e., May 1 to April 30) commencing with the fiscal year in which the PSU was initially granted (each fiscal year a "Performance Period"). Subject to the Issuer attaining the applicable fiscal year milestones, 1/3rd of the PSUs will vest on the last day of each fiscal year during the Performance Period, subject to the reporting person's continuous service to the Issuer on such vesting dates. The number of PSUs initially reported by the reporting person was based on a maximum 200% achievement of each milestone during each Performance Period (the "Maximum Performance Target"). If a milestone is achieved at a rate below the Maximum Performance Target, or is not achieved, the corresponding portion of the PSUs that do not vest are forfeited.

5. Vested PSUs settled into shares of the Issuer's Common Stock on the fifth business day following the chief financial officer's certification of the Issuer's achievement of the milestones for the Performance Period ended April 30, 2023.

6. Represents the forfeiture of unearned PSUs for the Performance Period ended April 30, 2023.

	/s/ Stephen Hedberg, by Power of Attorney for Matthew R. Kwietniak	06/30/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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