AVID Avid Technology Inc

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated as follows:

The Shares purchased by Impactive Sierra 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 3,700,000 Shares beneficially owned by Impactive Sierra is approximately $28,668,092, including brokerage commissions.

Item 4 is hereby amended to add the following:

On October 31, 2019, Impactive Capital (together with its affiliates), Mr. Asmar and the Issuer entered into a support agreement (the “Support Agreement”). Pursuant to the Support Agreement, the Issuer agreed to increase the size of its Board of Directors (the “Board”) by one director from nine to ten directors and to appoint Mr. Asmar to fill the vacancy created as a result of the expansion. Mr. Asmar will be appointed to the Board as a Class III director, with a term expiring at the Issuer’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), and to the Nominating and Corporate Governance Committee. In addition, the Issuer agreed, subject to certain conditions, to nominate Mr. Asmar for election as a director at the 2020 Annual Meeting for a term expiring at the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) and to recommend, support and solicit stockholders accordingly in the same manner as for other independent director candidates nominated by the Issuer. Pursuant to the Support Agreement, the Reporting Persons have customary replacement rights in the event Mr. Asmar is unable to serve as a director during the Lockup Period (as defined below).  From the date of the Support Agreement until the date that is the earlier of (x) the date of the 2021 Annual Meeting (or such longer period as Mr. Asmar or any replacement director who is also a principal of Impactive Capital continues to serve on the Board) and (y) ten business days after such date, if any, that the Reporting Persons provide written notice to the Issuer that the Issuer has materially breached its commitments or obligations under the Support Agreement, provided that the breach is not cured within ten business days to the reasonable satisfaction of Impactive Capital (the “Lockup Period”), the Reporting Persons may not short-sell any of the Issuer’s securities. 

The terms of the Support Agreement provide that the Reporting Persons are subject to customary standstill obligations from the date of the Support Agreement until the earliest of (x) May 15, 2020, (y) the date of the 2020 Annual Meeting, which is expected to be held no later than April 30, 2020 and (z) ten business days after such date, if any, that the Reporting Persons provide written notice to the Issuer that the Issuer has materially breached its commitments or obligations under the Support Agreement, provided that the breach is not cured within ten business days to the reasonable satisfaction of Impactive Capital (the “Standstill Period”). The Reporting Persons agreed to vote in a manner consistent with the recommendations of the Board, subject to certain exceptions, on all proposals brought before stockholders during the Standstill Period.

The foregoing description of the Support Agreement is qualified in its entirety by reference to the full text of the Support Agreement, which is referenced as Exhibit 99.1 hereto and is incorporated herein by reference.

In connection with the appointment of Mr. Asmar to the Board, the Reporting Persons entered into an Investor and Director Non-Disclosure Agreement (the “Non-Disclosure Agreement”) in order for Mr. Asmar to provide certain information and data to the other Reporting Persons in connection with his service as a director of the Issuer. The Non-Disclosure Agreement supersedes the Confidentiality Agreement referenced in the Schedule 13D.

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 42,955,911 Shares outstanding as of August 1, 2019, 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 August 6, 2019.

Percentage: Approximately 8.6%

Percentage: Approximately 8.6%

Percentage: Approximately 8.6%

Percentage: Approximately 8.6%

Percentage: Approximately 8.6%

The filing of this Schedule 13D shall not be construed as 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 of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

Item 6 is hereby amended to add the following:

On October 31, 2019, the Reporting Persons entered into the Support Agreement with the Issuer as defined and described in Item 4.

Item 7 is hereby amended to add the following exhibits:

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: November 1, 2019

SCHEDULE A 

Transactions in the Securities of the Issuer Since the Filing of the Schedule 13D

IMPACTIVE SIERRA FUND LP