Director Carleone Joseph returned 130,324 shares to the company, closing all direct ownership in the company (SEC Form 4)
$CDMO
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Avid Bioservices, Inc. [ CDMO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2025 | ||||||||||||||||||||||||||
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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, $0.001 par value | 02/05/2025 | D | 130,324(1) | D | (2) | 0 | 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) | $4.67 | 02/05/2025 | D | 75,000(3) | (4) | 11/27/2027 | Common Stock | 75,000 | (4) | 49,305 | D | ||||
| Stock Option (right to buy) | $5.22 | 02/05/2025 | D | 19,600(3) | (4) | 12/14/2025 | Common Stock | 19,600 | (4) | 29,705 | D | ||||
| Stock Option (right to buy) | $6.87 | 02/05/2025 | D | 19,675(3) | (4) | 01/09/2027 | Common Stock | 19,675 | (4) | 10,030 | D | ||||
| Stock Option (right to buy) | $10.72 | 02/05/2025 | D | 10,030(3) | (4) | 12/14/2027 | Common Stock | 10,030 | (4) | 0 | D | ||||
| Restricted Stock Units | $0 | 02/05/2025 | D | 8,147(5) | (6) | (6) | Common Stock | 8,147 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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"). |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 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. |
| /s/ Stephen Hedberg, by Power of Attorney for Joseph Carleone, Ph.D. | 02/07/2025 | |
| ** 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. | ||