Amended Statement of Beneficial Ownership (sc 13d/a)
July 13 2020 - 3:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 6)1
Avid Technology, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
05367P100
(CUSIP Number)
lauren
taylor wolfe
Christian
Asmar
Impactive
capital lp
152 West 57th Street, 17th
Floor
New York, New York 10019
ELIZABETH GONZALEZ-SUSSMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
July 9, 2020
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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Impactive Capital GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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6,881,793
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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6,881,793
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,881,793
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Impactive Capital LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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6,881,793
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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6,881,793
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,881,793
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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14
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TYPE OF REPORTING PERSON
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PN, IA
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1
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NAME OF REPORTING PERSON
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Impactive Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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6,881,793
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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6,881,793
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,881,793
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Lauren Taylor Wolfe
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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6,881,793
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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6,881,793
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,881,793
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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Christian Asmar
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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8,960 *
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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6,881,793
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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8,960 *
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10
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SHARED DISPOSITIVE POWER
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6,881,793
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,890,753 *
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.8%
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14
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TYPE OF REPORTING PERSON
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IN
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* Excludes 16,381 Shares underlying certain RSUs, which will not
vest in 60 days or less as previously described in Item 6.
The following constitutes
Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated as follows:
The 6,881,793 Shares
beneficially owned by the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 6,881,793
Shares beneficially owned by the Reporting Persons is approximately $ 47,389,563, including brokerage commissions.
The 8,960 Shares beneficially
owned directly by Mr. Asmar were awarded to him in his capacity as a director of the Issuer.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are
hereby amended and restated as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 43,697,846 Shares outstanding as of May 4, 2020, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 7,
2020.
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A.
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Impactive GP and Impactive Capital
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(a)
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As of the close of business on July 10, 2020, each of Impactive GP and Impactive Capital may be
deemed to beneficially own 6,881,793 Shares.
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Percentage: Approximately
15.7%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,881,793
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,881,793
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(c)
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The transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D are set
forth on Schedule A and are incorporated herein by reference.
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(a)
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As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially
own the 6,881,793 Shares beneficially owned by Impactive Capital.
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Percentage: Approximately
15.7%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,881,793
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,881,793
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(c)
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The transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D are set
forth on Schedule A and are incorporated herein by reference.
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(a)
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Ms. Taylor Wolfe, as a Managing Member of each of Impactive GP and Impactive Capital GP, may be
deemed to beneficially own the 6,881,793 Shares beneficially owned by Impactive GP and Impactive Capital GP.
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Percentage: Approximately
15.7%
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,881,793
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,881,793
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(c)
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The transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D are set
forth on Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on July 10, 2020, Mr. Asmar directly beneficially owned 8,960 Shares.
Mr. Asmar, as a Managing Member of each of Impactive GP and Impactive Capital GP, may be deemed to beneficially own the 6,881,793
Shares beneficially owned by Impactive GP and Impactive Capital GP.
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Percentage: Approximately
15.8%
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(b)
|
1. Sole power to vote or direct vote: 8,960
2. Shared power to vote or direct vote: 6,881,793
3. Sole power to dispose or direct the disposition: 8,960
4. Shared power to dispose or direct the disposition: 6,881,793
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(c)
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The transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D are set
forth on Schedule A and are incorporated herein by reference.
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The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of
the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not
directly own.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: July 13, 2020
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Impactive Capital GP LLC
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By:
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/s/ Lauren Taylor Wolfe
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Name:
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Lauren Taylor Wolfe
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Title:
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Managing Member
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Impactive Capital LP
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By:
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Impactive Capital LLC
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its general partner
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By:
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/s/ Lauren Taylor Wolfe
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Name:
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Lauren Taylor Wolfe
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Title:
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Managing Member
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Impactive Capital LLC
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By:
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/s/ Lauren Taylor Wolfe
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Name:
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Lauren Taylor Wolfe
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Title:
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Managing Member
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/s/ Lauren Taylor Wolfe
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Lauren Taylor Wolfe
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/s/ Christian Asmar
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Christian Asmar
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SCHEDULE A
Transactions in the Shares Since the
Filing of Amendment No. 5 to the Schedule 13D
Nature of Transaction
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Amount of Securities
Purchased
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Price per Share ($)
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Date of Purchase
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|
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Purchase of Common Stock
|
130,000
|
7.4553
|
06/02/2020
|
Purchase of Common Stock
|
111,811
|
7.4558
|
06/04/2020
|
Purchase of Common Stock
|
94,942
|
7.3734
|
06/11/2020
|
Purchase of Common Stock
|
12,451
|
6.8924
|
06/15/2020
|
Purchase of Common Stock
|
10,375
|
6.9836
|
06/18/2020
|
Purchase of Common Stock
|
16,241
|
6.9883
|
06/22/2020
|
Purchase of Common Stock
|
103,711
|
6.9289
|
07/09/2020
|
Purchase of Common Stock
|
4,391
|
6.9662
|
07/10/2020
|
Avid Technology (NASDAQ:AVID)
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Avid Technology (NASDAQ:AVID)
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