Initial Statement of Beneficial Ownership (3)
May 05 2023 - 7:36PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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Richieri Richard A. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/26/2023
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3. Issuer Name and Ticker or Trading Symbol
Avid Bioservices, Inc. [CDMO]
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(Last)
(First)
(Middle)
14191 MYFORD ROAD |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Operations Officer / |
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(Street)
TUSTIN, CA 92780
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock, $0.001 par value | 12122 | D | |
| Common Stock, $0.001 par value | 5905 | I | By Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (right to buy) | (1) | 10/9/2026 | Common Stock | 56250 | $5.30 | D | |
| Stock Option (right to buy) | (2) | 7/10/2027 | Common Stock | 48498 | $6.95 | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 8093 | (4) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 4560 | (4) | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 12294 | (4) | D | |
| Performance Stock Units | (7) | (7) | Common Stock | 10809 | (8) | D | |
| Performance Stock Units | (9) | (9) | Common Stock | 30261 | (8) | D | |
| Stock Option (right to buy) | (10) | 12/14/2025 | Common Stock | 1650 | $5.22 | I | By Spouse |
| Stock Option (right to buy) | (11) | 7/10/2026 | Common Stock | 1430 | $6.07 | I | By Spouse |
| Stock Option (right to buy) | (2) | 7/10/2027 | Common Stock | 2000 | $6.95 | I | By Spouse |
| Restricted Stock Units | (12) | (12) | Common Stock | 154 | (4) | I | By Spouse |
| Restricted Stock Units | (3) | (3) | Common Stock | 270 | (4) | I | By Spouse |
| Restricted Stock Units | (5) | (5) | Common Stock | 360 | (4) | I | By Spouse |
| Restricted Stock Units | (6) | (6) | Common Stock | 1079 | (4) | I | By Spouse |
| Explanation of Responses: |
| (1) | The stock option granted on October 9, 2019, vests in four (4) equal annual installments beginning October 9, 2020 and each year thereafter until fully-vested. |
| (2) | The stock option granted on July 10, 2020, vests in four (4) equal annual installments beginning July 10, 2021 and each year thereafter until fully-vested. |
| (3) | The restricted stock units ("RSU") granted on July 10, 2020, vest in four (4) equal annual installments beginning July 10, 2021 and each year thereafter until fully-vested. |
| (4) | Each RSU represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock. |
| (5) | The RSUs granted on July 9, 2021, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2021 and each quarter thereafter until fully-vested. |
| (6) | The RSUs granted on July 9, 2022, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2022 and each quarter thereafter until fully-vested. |
| (7) | The performance stock units ("PSU") granted on July 9, 2021, is subject to the Issuer achieving certain fiscal year revenue and adjusted net profit milestones, weighted 60% and 40%, respectively, over three (3) fiscal year performance periods beginning with the Issuer's fiscal year ending April 30, 2022 and continuing through the fiscal year ending April 30, 2024 (each a "Performance Period"). Subject to the Issuer attaining the applicable fiscal year milestones, 1/3rd of the PSUs will vest on the last day of each fiscal year during the Performance Period. The number of PSUs listed is based on a maximum 200% achievement of each milestone during each remaining Performance Period (the "Maximum Performance Target"). In the event that a milestone is achieved at a rate below the Maximum Performance Target, or is not achieved, the corresponding portion of the PSUs that do not vest will be forfeited. |
| (8) | Each PSU represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock. |
| (9) | The PSUs granted on July 9, 2022, is subject to the Issuer achieving certain fiscal year revenue and adjusted net profit milestones, each weighted 50%, over three (3) fiscal year performance periods beginning with the Issuer's fiscal year ending April 30, 2023 and continuing through the fiscal year ending April 30, 2025 (each a "Performance Period"). Subject to the Issuer attaining the applicable fiscal year milestones, 1/3rd of the PSUs will vest on the last day of each fiscal year during the Performance Period. The number of PSUs listed is based on a maximum 200% achievement of each milestone during each Performance Period (the "Maximum Performance Target"). In the event that a milestone is achieved at a rate below the Maximum Performance Target, or is not achieved, the corresponding portion of the PSUs that do not vest will be forfeited. |
| (10) | The stock option is fully-vested. |
| (11) | The stock option granted on July 10, 2019, vests in four (4) equal annual installments beginning July 10, 2020 and each year thereafter until fully-vested. |
| (12) | The RSUs granted on July 10, 2019, vests in four (4) equal annual installments beginning July 10, 2020 and each year thereafter until fully-vested. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Richieri Richard A.
14191 MYFORD ROAD
TUSTIN, CA 92780 |
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| Chief Operations Officer |
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Signatures
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| /s/ Stephen Hedberg, by Power of Attorney for Richard A. Richieri | | 5/5/2023 |
| **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 5(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 control number. |
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