Amended Statement of Changes in Beneficial Ownership (4/a)
August 02 2021 - 04:06PM
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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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Wu Sophia |
2. Issuer Name and Ticker or Trading
Symbol AvePoint, Inc. [ AVPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Financial Officer |
(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)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
7/6/2021
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
7/1/2021 |
|
A |
|
168117 (1)(2) |
A |
$0.00 |
168117 |
I |
By Spouse (3) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
$1.5866 |
7/1/2021 |
|
A |
|
38025 |
|
(4) |
9/2/2028 |
Common Stock |
38025 |
$0.00 |
38025 |
D |
|
Stock Option (right to buy) |
$1.5866 |
7/1/2021 |
|
A |
|
28526 |
|
(5) |
1/10/2029 |
Common Stock |
28526 |
$0.00 |
28526 |
D |
|
Stock Option (right to buy) |
$3.9049 |
7/1/2021 |
|
A |
|
217284 |
|
(6) |
8/12/2030 |
Common Stock |
217284 |
$0.00 |
217284 |
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) |
These shares are held by the
Reporting Person' spouse. The Reporting Person disclaims beneficial
ownership with respect to the shares held by her spouse and the
inclusion of these shares in this report shall not be deemed an
admission of beneficial ownership of all of the reported shares for
purposes of Section 16 or for any other purpose. |
(4) |
25% of the shares underlying
this option vested on September 3, 2019 and the remaining 75% of
the shares underlying this option have vested or will vest in 12
equal quarterly installments thereafter, subject to the Reporting
Person's continuous service at each vesting date. |
(5) |
25% of the shares underlying
this option vested on January 10, 2020 and the remaining 75% of the
shares underlying this option have vested or will vest in 12 equal
quarterly installments thereafter, subject to the Reporting
Person's continuous service at each vesting date. |
(6) |
25% of the shares underlying
this option vest on August 12, 2021 and the remaining 75% of the
shares underlying this option will vest in 12 equal quarterly
installments thereafter, subject to the Reporting Person's
continuous service at each vesting date. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Wu Sophia
C/O AVEPOINT, INC.
525 WASHINGTON BOULEVARD, SUITE 1400
JERSEY CITY, NJ 07310 |
|
|
Chief Financial Officer |
|
Signatures
|
/s/ Brian Leaf, Attorney-in-fact |
|
8/2/2021 |
**Signature of Reporting
Person |
Date |
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