Mark R. Ziebell - Feb 5, 2025 Form 4 Insider Report for Avid Bioservices, Inc. (CDMO)

Role
V. P., General Counsel
Signature
/s/ Mark R. Ziebell
Stock symbol
CDMO
Transactions as of
Feb 5, 2025
Transactions value $
$0
Form type
4
Date filed
2/7/2025, 07:40 PM
Previous filing
Jul 11, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDMO Common Stock, $0.001 par value Disposed to Issuer -66.8K -100% 0 Feb 5, 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CDMO Stock Option (right to buy) Disposed to Issuer -14.3K -7.55% 175K Feb 5, 2025 Common Stock 14.3K $9.17 Direct F3, F4
transaction CDMO Stock Option (right to buy) Disposed to Issuer -21.4K -12.26% 153K Feb 5, 2025 Common Stock 21.4K $3.50 Direct F3, F4
transaction CDMO Stock Option (right to buy) Disposed to Issuer -98.1K -63.95% 55.3K Feb 5, 2025 Common Stock 98.1K $6.07 Direct F3, F4
transaction CDMO Stock Option (right to buy) Disposed to Issuer -55.3K -100% 0 Feb 5, 2025 Common Stock 55.3K $6.95 Direct F3, F4
transaction CDMO Restricted Stock Units Disposed to Issuer -17.7K -25.59% 51.4K Feb 5, 2025 Common Stock 17.7K $0.00 Direct F5, F6
transaction CDMO Restricted Stock Units Disposed to Issuer -51.4K -100% 0 Feb 5, 2025 Common Stock 51.4K $0.00 Direct F5, F7
transaction CDMO Performance Stock Units Disposed to Issuer -1.73K -1.57% 109K Feb 5, 2025 Common Stock 1.73K $0.00 Direct F8, F9
transaction CDMO Performance Stock Units Disposed to Issuer -109K -100% 0 Feb 5, 2025 Common Stock 109K $0.00 Direct F8, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark R. Ziebell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents shares of common stock that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Space Mergerco, Inc. ("Merger Sub") with and into Avid Bioservices, Inc. (the "Issuer") pursuant to the Agreement and Plan of Merger, dated as of November 6, 2024 (the "Merger Agreement"), by and among the Issuer, Space Finco, Inc., and Merger Sub.
F2 At the Effective Time, each outstanding share of common stock was cancelled and converted into the right to receive a cash payment per share of $12.50, without interest, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
F3 Represents stock options ("Options") that were disposed of at the Effective Time of the Merger of Merger Sub with and into the Issuer pursuant to the Merger Agreement, by and among the Issuer, Space Finco, Inc., and Merger Sub.
F4 This Option was fully vested at the Effective Time. At the Effective Time, each fully vested Option was cancelled and converted solely into the right to receive a cash payment equal to the product of (a) the total number of shares of common stock subject to such Option immediately prior to the Effective Time, multiplied by (b) the excess, if any, of the Merger Consideration over the per share exercise price of such vested Option, without interest, subject to the terms and conditions of the Merger Agreement.
F5 Represents restricted stock units ("RSUs") that were disposed of at the Effective Time of the Merger of Merger Sub with and into the Issuer pursuant to the Merger Agreement, by and among the Issuer, Space Finco, Inc., and Merger Sub.
F6 At the Effective Time, each fully vested RSU was cancelled and converted solely into the right to receive a cash payment of $12.50 per share of common stock subject to such vested RSU, without interest, subject to the terms and conditions of the Merger Agreement.
F7 At the Effective Time, each unvested RSU was cancelled and converted solely into the right to receive a cash payment of $12.50 per share of common stock subject to such unvested RSU, without interest, subject to the terms and conditions of the Merger Agreement.
F8 Represents performance stock units ("PSUs") that were disposed of at the Effective Time of the Merger of Merger Sub with and into the Issuer pursuant to the Merger Agreement, by and among the Issuer, Space Finco, Inc., and Merger Sub.
F9 At the Effective Time, each fully vested PSU was cancelled and converted solely into the right to receive a cash payment of $12.50 per share of common stock subject to such vested PSU, without interest, subject to the terms and conditions of the Merger Agreement.
F10 At the Effective Time, each unvested PSU was cancelled and converted solely into the right to receive a cash payment of $12.50 per share of common stock that such unvested PSU would settle for at the greater of target performance and actual performance (determined as of the end of the fiscal quarter immediately preceding the Effective Time, without interest, subject to the terms and conditions of the Merger Agreement.

Remarks:

The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.