Statement of Changes in Beneficial Ownership (4)
July 06 2021 - 4:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Brown Brian Michael |
2. Issuer Name and Ticker or Trading Symbol
Apex Technology Acquisition Corp
[
AVPT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COO and General Counsel |
(Last)
(First)
(Middle)
C/O AVEPOINT, INC., 525 WASHINGTON BOULEVARD, SUITE 1400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2021 |
(Street)
JERSEY CITY, NJ 07310
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 7/1/2021 | | A | | 90304 (1)(2) | A | $0.00 | 90304 | D | |
Common Stock | 7/1/2021 | | A | | 1732488 (3) | A | $0.00 | 1822792 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $1.3358 | 7/1/2021 | | A | | 82803 | | (4) | 7/1/2026 | Common Stock | 82803 | $0.00 | 82803 | D | |
Stock Option (Right to Buy) | $1.5866 | 7/1/2021 | | A | | 190647 | | (5) | 1/10/2029 | Common Stock | 190647 | $0.00 | 190647 | D | |
Stock Option (Right to Buy) | $3.905 | 7/1/2021 | | A | | 794702 | | (6) | 8/12/2030 | Common Stock | 794702 | $0.00 | 794702 | D | |
Stock Option (Right to Buy) | $3.905 | 7/1/2021 | | A | | 282480 | | (4) | 8/12/2030 | Common Stock | 282480 | $0.00 | 282480 | D | |
Explanation of Responses: |
(1) | Received on July 1, 2021 pursuant to that certain Business Combination Agreement and Plan of Reorganization ("BCA"), dated as of November 23, 2020, as amended on December 30, 2020, March 8, 2021 and May 18, 2021, by and among Apex Technology Acquisition Corporation ("Apex"), Athena Technology Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Apex, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Apex and AvePoint, Inc. a Delaware corporation ("Former AvePoint") in exchange for Former AvePoint shares. |
(2) | The BCA provides that the former stockholders of Former AvePoint will receive additional shares of the Issuer's Common Stock if the Issuer's closing share price equals or exceeds $12.50, $15.00 and $17.50 for any 20 trading days within any consecutive 30-trading day period prior to July 1, 2028. The Reporting Person's right to receive additional shares pursuant to this earn-out became fixed and irrevocable on July 1, 2021, the effective date of the merger. |
(3) | Pursuant to an agreement between the Issuer and the reporting person, dated as of June 30, 2021, the reporting person is entitled to receive these shares on the earlier of (i) July 1, 2022 and (ii) specified events including change of control of the Issuer, separation of service and the reporting person's disability or death. |
(4) | This option is fully vested and immediately exercisable. |
(5) | 25% of the shares underlying this option vested on January 10, 2020; the remaining options vest and become exercisable in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date. |
(6) | 25% of the shares underlying this will vest on August 12, 2021; the remaining options vest and become exercisable in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Brown Brian Michael C/O AVEPOINT, INC. 525 WASHINGTON BOULEVARD, SUITE 1400 JERSEY CITY, NJ 07310 | X |
| COO and General Counsel |
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Signatures
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/s/ Brian Leaf, Attorney-in-Fact | | 7/6/2021 |
**Signature of Reporting Person | Date |
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