Statement of Changes in Beneficial Ownership (4)
September 23 2022 - 4:32PM
Edgar (US Regulatory)
FORM 4
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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).
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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
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CLEVENGER S GREGORY |
2. Issuer Name and Ticker or Trading Symbol
LiveVox Holdings, Inc.
[
LVOX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP and CFO |
(Last)
(First)
(Middle)
655 MONTGOMERY STREET, SUITE 1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/21/2022 |
(Street)
SAN FRANCISCO, CA 94111
(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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Class A Common Stock | 9/21/2022 | | F | | 1742 (1) | D | $2.56 | 242504 (2) | 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 |
Performance Share Units | (3) | | | | | | | (4) | (4) | Class A Common Stock | 161250 | | 161250 (5) | D | |
Performance Share Units | (3) | | | | | | | (6) | (6) | Class A Common Stock | 80625 | | 80625 (5) | D | |
Explanation of Responses: |
(1) | The reported securities represent shares withheld by the Company to cover taxes associated with the vesting and settlement of Restricted Stock Units ("RSUs"). |
(2) | The reporting person previously reported awards of 241,875 Performance Share Units ("PSUs") in Table I. The total reported in Column 5 excludes these PSUs which are now reported in Table II. Following the reported transaction, the reporting person holds 36,484 shares of Class A Common Stock and 206,020 RSUs. |
(3) | Each PSU represents a contingent right to receive one share of Class A Common Stock of LiveVox Holdings, Inc. |
(4) | The PSUs are divided into two equal Performance Tranches, with the PSUs subject to each Performance Tranche vesting if, for any 20 out of 30 consecutive trading days beginning after August 18, 2021, the per share volume-weighted average price (the "VWAP") over such period is greater than the applicable VWAP hurdle. The VWAP hurdles are $15.00 and $17.50, respectively. |
(5) | The PSUs were previously reported in Table I and are now reported in Table II. |
(6) | The PSUs are subject to both time-based and performance vesting. Twenty-five percent of the PSUs will vest on June 21, 2022 and the remaining shares will vest in twelve equal quarterly installments thereafter. In addition, the PSUs are divided into three equal performance tranches with performance vesting to occur if, for any 20 trading days out of 30 consecutive trading days beginning after August 18, 2021, the per share VWAP is greater than the applicable VWAP hurdle. The VWAP hurdles for the first, second and third performance tranches are $12.50, $15.00 and $17.50, respectively. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CLEVENGER S GREGORY 655 MONTGOMERY STREET SUITE 1000 SAN FRANCISCO, CA 94111 |
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| EVP and CFO |
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Signatures
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Steven Gregory Clevenger | | 9/23/2022 |
**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. |
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