Sec Form 4 Filing - Jiang Tianyi @ Apex Technology Acquisition Corp - 2021-07-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Jiang Tianyi
2. Issuer Name and Ticker or Trading Symbol
Apex Technology Acquisition Corp [ AVPT]
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
(Last) (First) (Middle)
C/O AVEPOINT, INC., 525 WASHINGTON BOULEVARD, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2021
(Street)
JERSEY CITY, NJ07310
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 07/01/2021 A 6,536,170 ( 1 ) ( 2 ) A $ 0 6,536,170 I By LLCs ( 3 )
Common Stock 07/01/2021 A 7,755,257 ( 1 ) ( 2 ) A $ 0 7,755,257 I By GRAT ( 4 )
Common Stock 07/01/2021 A 1,862,424 ( 5 ) A $ 0 9,617,681 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 (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
Stock Option (Right to Buy) $ 1.3358 07/01/2021 A 869,144 ( 6 ) 07/01/2026 Common Stock 869,144 $ 0 869,144 D
Stock Option (Right to Buy) $ 1.5866 07/01/2021 A 521,486 ( 7 ) 01/10/2029 Common Stock 521,486 $ 0 521,486 D
Stock Option (Right to Buy) $ 3.905 07/01/2021 A 2,913,701 ( 8 ) 08/12/2030 Common Stock 2,913,701 $ 0 2,913,701 D
Stock Option (Right to Buy) $ 3.905 07/01/2021 A 259,840 ( 6 ) 08/12/2030 Common Stock 259,840 $ 0 259,840 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jiang Tianyi
C/O AVEPOINT, INC.
525 WASHINGTON BOULEVARD, SUITE 1400
JERSEY CITY, NJ07310
X Chief Executive Officer
Signatures
/s/ Brian Leaf, Attorney-in-Fact 07/06/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received on July 1, 2021 pursuant to that certain Business Combination Agreement and Plan of Reorganization ("BCA"), dated as of November 23, 2020, as amended on December 30, 2020, March 8, 2021 and May 18, 2021, by and among Apex Technology Acquisition Corporation ("Apex"), Athena Technology Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Apex, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Apex and AvePoint, Inc. a Delaware corporation ("Former AvePoint") in exchange for Former AvePoint shares.
( 2 )The BCA provides that the former stockholders of Former AvePoint will receive additional shares of the Issuer's Common Stock if the Issuer's closing share price equals or exceeds $12.50, $15.00 and $17.50 for any 20 trading days within any consecutive 30-trading day period prior to July 1, 2028. The Reporting Person's right to receive additional shares pursuant to this earn-out became fixed and irrevocable on July 1, 2021, the effective date of the merger.
( 3 )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 her 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.
( 4 )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 her 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 )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.
( 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 will vest 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.

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.