SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mackay Todd C
(Last) (First) (Middle)
3200 OLYMPUS BLVD.
SUITE 100
(Street)
DALLAS TX 75019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AVANTAX, INC. [ AVTA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President of Wealth Mgmt
3. Date of Earliest Transaction (Month/Day/Year)
11/27/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/27/2023 D(1)(2) 147,916 D $26 0 D
Common Stock 11/27/2023 A(1)(3) 36,166 A $0 36,166 D
Common Stock 11/27/2023 D(1)(4) 36,166 D $26 0 D
Common Stock 11/27/2023 A(1)(5) 38,042 A $0 38,042 D
Common Stock 11/27/2023 D(1)(4) 38,042 D $26 0 D
Common Stock 11/27/2023 A(1)(6) 24,924 A $0 24,924 D
Common Stock 11/27/2023 D(1)(4) 24,924 D $26 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) $21.2 11/27/2023 D(1)(7) 5,977 (8) 07/01/2024 Common Stock 5,977 (1)(7) 0 D
Stock Option (Right to Buy) $22.1 11/27/2023 D(1)(7) 14,479 (9) 12/31/2024 Common Stock 14,479 (1)(7) 0 D
Stock Option (Right to Buy) $25.24 11/27/2023 D(1)(7) 27,634 (10) 01/09/2027 Common Stock 27,634 (1)(7) 0 D
Stock Option (Right to Buy) $11.3 11/27/2023 D(1)(7) 47,014 (11) 05/21/2027 Common Stock 47,014 (1)(7) 0 D
Stock Option (Right to Buy) $15 11/27/2023 D(1)(7) 43,333 (12) 01/04/2028 Common Stock 43,333 (1)(7) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2023 (as may be amended from time to time, the "Merger Agreement") by and among the Issuer, Aretec Group, Inc., a Delaware corporation ("Parent"), and C2023 Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub"), effective November 27, 2023, among other things, Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Parent.
2. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), these shares of the Issuer's common stock ("Common Stock") and restricted stock units of the Issuer that vest solely on the basis of time ("RSUs") were automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the reported number of shares multiplied by (ii) $26.00 (less any required tax withholdings).
3. On January 4, 2021, the reporting person was granted 23,333 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 155% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.
4. Pursuant to the terms of the Merger Agreement, at the Effective Time, these PSUs were automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock underlying such PSU multiplied by (ii) $26.00 (less any required tax withholdings).
5. On January 3, 2022, the reporting person was granted 31,702 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 120% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.
6. On January 3, 2023, the reporting person was granted 22,908 performance-based restricted stock units ("PSUs"), which were eligible to vest from 0% to 200% at the end of a three-year performance period based on the Issuer's satisfaction of certain performance criteria. Pursuant to the terms of the Merger Agreement, these PSUs vested prior to the Effective Time at 109% of the target level of performance based on the Company's EBITDA and relative total shareholder return measured over the applicable performance period, as adjusted for the Merger.
7. Pursuant to the terms of the Merger Agreement, at the Effective Time, these options to purchase shares of Common Stock ("Stock Options") automatically vested (if unvested) and were canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of $26.00 over the per-share exercise price for such Stock Option multiplied by (ii) the total number of shares of Common Stock underlying such Stock Option, subject to any required tax withholding in accordance with the terms of the Merger Agreement.
8. The option vested according to the the following vesting schedule: 33.3% of the shares vested on the first anniversary of the grant date and approximately 16.7% vested at the end of each six (6) month period thereafter, such that the option was fully vested on July 1, 2020.
9. The option vested according to the the following vesting schedule: 33.3% of the shares vested on the first anniversary of the grant date and approximately 16.7% vested at the end of each six (6) month period thereafter, such that the option was fully vested on December 31, 2020.
10. The option vested equally over a 3-year period, on each anniversary of the grant date, such that the option was fully vested on January 9, 2023.
11. The option vested equally over a 3-year period, on each anniversary of the grant date, such that the option was fully vested on May 21, 2023.
12. The option vests equally over a 3-year period, on each anniversary of the grant date, such that the option will fully vest on January 4, 2024.
Remarks:
Exhibit List: Exhibit 24-Power of Attorney
/s/ Tabitha T. Bailey as Attorney-in-Fact for Todd C. Mackay 11/29/2023
** 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 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.
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 Number.

 

 
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