Statement of Changes in Beneficial Ownership (4)
20 August 2021 - 7:39AM
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
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1. Name and Address of Reporting Person
*
Jiang Tianyi |
2. Issuer Name and Ticker or Trading Symbol
AvePoint, Inc.
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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)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O AVEPOINT, INC., 525 WASHINGTON BOULEVARD, SUITE 1400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/17/2021 |
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(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 | | | | | | | | 6536170 | I | By LLCs (1) |
| Common Stock | | | | | | | | 7755257 | I | By GRAT (2) |
| Common Stock | | | | | | | | 1862424 | D (3) | |
| Common Stock | 8/17/2021 | | P | | 100000 | A | $9.3645 | 17079834 (5) | I | By Spouse (4) |
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 | | | | | | | (6) | 7/1/2026 | Common Stock | 869144 | | 869144 | D | |
| Stock Option (Right to Buy) | $1.5866 | | | | | | | (7) | 1/10/2029 | Common Stock | 521486 | | 521486 | D | |
| Stock Option (Right to Buy) | $3.9050 | | | | | | | (8) | 8/12/2030 | Common Stock | 2913701 | | 2913701 | D | |
| Stock Option (Right to Buy) | $3.9050 | | | | | | | (6) | 8/12/2030 | Common Stock | 259840 | | 259840 | D | |
| Explanation of Responses: |
| (1) | 2,633,766 of these shares are held by Red Kite LLC, and 3,902,404 of these shares are held by River Valley Ltd. The Reporting Person disclaims beneficial ownership with respect to the shares held by each of the limited liability companies, except to the extent his pecuniary interest therein, 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. |
| (2) | These shares are held by the Capella 2021 GRAT (the "GRAT"). The Reporting Person disclaims beneficial ownership with respect to the shares held by the GRAT, except to the extent his pecuniary interest therein, 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 |
| (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) | These shares are held by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership with respect to the shares held by his spouse, except to the extent his pecuniary interest therein, 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. |
| (5) | This represents the aggregate share holdings of the Reporting Person as of the date hereof, consisting of (i) 7,755,257 shares held by the Capella 2021 GRAT, of which the Reporting Person is trustee, (ii) 3,902,404 shares held by River Valley Ltd, (iii) 2,633,766 shares held by Red Kite LLC, (iv) 825,983 shares underlying options exercisable within 60 days of July 1, 2021, (v) 100,000 shares held by Reporting Person's spouse, and (vi) 1,862,424 shares which the Reporting Person is entitled to receive on the earlier of (A) July 1, 2022 and (B) specified events including change of control of the Issuer, separation of service and the Reporting Person's disability or death, pursuant to an agreement with the Issuer dated June 30, 2021. |
| (6) | This option is fully vested and immediately exercisable. |
| (7) | 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. |
| (8) | 25% of the shares underlying this option vested 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 |
Jiang Tianyi
C/O AVEPOINT, INC.
525 WASHINGTON BOULEVARD, SUITE 1400
JERSEY CITY, NJ 07310 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Brian Brown, Attorney-in-Fact | | 8/19/2021 |
| **Signature of Reporting Person | Date |
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