Sec Form 4 Filing - BCP III AIV A, L.P. @ AVID TECHNOLOGY, INC. - 2020-04-07

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BCP III AIV A, L.P.
2. Issuer Name and Ticker or Trading Symbol
AVID TECHNOLOGY, INC. [ AVID]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
909 MONTGOMERY STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
04/07/2020
(Street)
SAN FRANCISCO, 94133
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/07/2020 J( 4 )( 5 ) 2,707,717 D $ 0 ( 4 ) ( 5 ) 820,902 D ( 1 )
Common Stock 04/07/2020 J( 4 )( 5 ) 2,292,283 D $ 0 ( 4 ) ( 5 ) 694,955 D ( 2 )
Common Stock 04/07/2020 J( 4 )( 6 ) 21 A $ 0 ( 4 ) ( 6 ) 39,531 D ( 3 ) ( 6 )
Common Stock 04/07/2020 J( 4 )( 6 ) 21 A $ 0 ( 4 ) ( 6 ) 21 D ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BCP III AIV A, L.P.
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO94133
X
BCP IV AIV A, L.P.
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO, CA94133
X
Blum Strategic GP III, L.L.C.
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO, CA94133
X
Blum Strategic GP IV, L.L.C.
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO, CA94133
X
Blum Strategic GP V, L.L.C.
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO94133
X
RICHARD C BLUM & ASSOCIATES INC
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO, CA94133
X
BLUM CAPITAL PARTNERS LP
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO94133
X
Signatures
/s/ Peter Westley 04/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of the Common Stock of the Issuer are held directly by BCP III AIV A, L.P. ("AIV III"). These shares may also be deemed to be owned indirectly by (i) Blum Strategic GP III, L.P. ("Blum GP III LP"), AIV III's general partner, and (ii) Blum Strategic GP III, L.L.C. ("Blum GP III"), Blum GP III LP's general partner. Both Blum GP III LP and Blum GP III disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 2 )These shares of the Common Stock of the Issuer are held directly by BCP IV AIV A, L.P. ("AIV IV"). These shares may also be deemed to be owned indirectly by (i) Blum Strategic GP IV, L.P. ("Blum GP IV LP"), AIV IV's general partner, and (ii) Blum Strategic GP IV, L.L.C. ("Blum GP IV"), Blum GP IV LP's general partner. Both Blum GP IV LP and Blum GP IV disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 3 )Consists of 39,510 shares of Common Stock owned directly by Richard C. Blum and Associates Inc. ("RCBA") and 21 shares of Common Stock owned directly by Blum Capital Partners, L.P. ("Blum LP"). See footnote (6) for more information.
( 4 )Pursuant to a previously disclosed Rule 10b5-1 plan (the "Rule 10b5-1 Plan") entered into by the Reporting Persons, Blum Strategic Partners V, L.P. ("Strategic V"), and certain limited partners of Strategic V, AIV III distributed, for no consideration and on a pro rata basis, 2,414,310 shares of Common Stock to its partners and AIV IV distributed, for no consideration and on a pro rata basis, 2,292,283 shares of Common Stock to its partners. As a limited partner of each of AIV III and AIV IV, Strategic V was deemed to acquire an aggregate of 4,183,552 shares of Common Stock in these distributions, however, pursuant to the Rule 10b5-1 Plan, Strategic V immediately distributed all such shares of Common Stock to its partners for no consideration on a pro rata basis. Strategic V did not directly own any shares of Common Stock prior to the AIV III and AIV IV distributions nor did it retain direct ownership of any shares following the completion of its own distribution.
( 5 )Blum Strategic GP V, L.P. ("Blum GP V LP") serves as general partner of Strategic V and, in turn, Blum Strategic GP V, L.L.C. ("Blum GP V") serves as its general partner. Each of Blym GP V LP and Blum GP V may be deemed to indirectly beneficially own any shares beneficially owned by Strategic V. Both Blum GP V LP and Blum GP V disclaim beneficial ownership of any shares that Strategic V may be deemed to beneficially own, except to the extent of any pecuniary interest therein.
( 6 )As a limited partner of AIV III and AIV IV, Blum LP acquired 21 shares of Common Stock in the distributions by AIV III and AIV IV described in footnote (4). RCBA serves as general partner of Blum LP and may be deemed to indirectly beneficially own any shares beneficially owned by Blum LP. RCBA disclaims beneficial ownership of any shares that Blum LP may be deemed to beneficially own, except to the extent of any pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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