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).
  
 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*
Green Nicholas Stewart
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/25/2024
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 12/25/2024 M(1) 119,973 A (2) 119,973 D
Common Stock, $0.001 par value 12/25/2024 M(1) 183,558 A (3) 303,531 D
Common Stock, $0.001 par value 12/26/2024 S(4) 57,675 D $12.22 245,856 D
Common Stock, $0.001 par value 12/26/2024 S(5) 88,236 D $12.22 157,620 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
Restricted Stock Units (2) 12/25/2024 D 16,721 (6) (6) Common Stock 16,721 $0.0000 466,193 D
Restricted Stock Units (2) 12/25/2024 D 26,479 (7) (7) Common Stock 26,479 $0.0000 439,714 D
Restricted Stock Units (2) 12/25/2024 D 25,434 (8) (8) Common Stock 25,434 $0.0000 414,280 D
Restricted Stock Units (2) 12/25/2024 D 51,339 (9) (9) Common Stock 51,339 $0.0000 362,941 D
Performance Stock Units (FY 2023 Grant)(10) (3) 12/25/2024 D 47,073 (11) (11) Common Stock 47,073 $0.0000 787,310 D
Performance Stock Units (FY 2023 Grant)(10) (3) 12/25/2024 D 47,073 (12) (12) Common Stock 47,073 $0.0000 740,237 D
Performance Stock Units (FY 2024 Grant)(10) (3) 12/25/2024 D 45,215 (11) (11) Common Stock 45,215 $0.0000 695,022 D
Performance Stock Units (FY 2024 Grant)(10) (3) 12/25/2024 D 45,215 (12) (12) Common Stock 45,215 $0.0000 649,807 D
Performance Stock Units (FY 2025 Grant)(10) (3) 12/25/2024 D 91,270 (11) (11) Common Stock 91,270 $0.0000 558,537 D
Performance Stock Units (FY 2025 Grant)(10) (3) 12/25/2024 D 91,270 (12) (12) Common Stock 91,270 $0.0000 467,267 D
Explanation of Responses:
1. In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") whereby the Issuer will be acquired by funds managed by affiliates of GHO Capital Partners LLP and Ampersand Capital Partners, the Board of Directors of the Issuer accelerated the payment of certain equity awards in connection with certain actions to mitigate adverse tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986 (as amended) that could arise in connection with the anticipated transactions under the Merger Agreement. The accelerated settlement of equity awards reported in this Form 4 was contingent upon the reporting person's agreement to repay accelerated compensation amounts under certain conditions.
2. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.
3. Each performance stock unit ("PSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.
4. Represents the shares sold by the reporting person pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting of the RSUs described in footnotes 6 through 9. This sale does not represent a discretionary trade by the reporting person.
5. Represents the shares sold by the reporting person pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting of the PSUs described in footnotes 10 and 11. This sale does not represent a discretionary trade by the reporting person.
6. Represents RSUs granted to the reporting person on July 9, 2021 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2021, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
7. Represents RSUs granted to the reporting person on July 9, 2022 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2022, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
8. Represents RSUs granted to the reporting person on July 9, 2023 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2023, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
9. Represents RSUs granted to the reporting person on July 9, 2024 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2024, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.
10. The PSUs granted to the reporting person were subject to 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 were scheduled to 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 was achieved at a rate below the Maximum Performance Target, or was not achieved, the corresponding portion of the PSUs that did not vest would be forfeited.
11. Vested PSUs settled into shares of the Issuer's Common Stock on December 25, 2024.
12. Represents the forfeiture of unearned PSUs for the Performance Period ending April 30, 2025.
/s/ Stephen Hedberg, by Power of Attorney for Nicholas S. Green 12/27/2024
** 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.
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