Sec Form 4 Filing - Sixth Street Partners Management Company, L.P. @ AvePoint, Inc. - 2023-09-15

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
Sixth Street Partners Management Company, L.P.
2. Issuer Name and Ticker or Trading Symbol
AvePoint, Inc. [ AVPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
C/O SIXTH STREET PARTNERS, LLC, 2100 MCKINNEY AVENUE, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2023
(Street)
DALLAS, TX75201
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 09/15/2023 S 4,984,140 D $ 6 2,407,123 ( 1 ) ( 2 ) I Held by Avatar Investment Solutions (A), LLC ( 3 ) ( 8 )
Common Stock 09/15/2023 S 3,904,714 D $ 6 1,885,806 ( 2 ) ( 4 ) I Held by Avatar Investment Solutions 1, LLC ( 5 ) ( 8 )
Common Stock 09/15/2023 S 7,777,746 D $ 6 3,756,312 ( 2 ) ( 6 ) I Held by Avatar Investment Opportunities, LLC ( 7 ) ( 8 )
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
Sixth Street Partners Management Company, L.P.
C/O SIXTH STREET PARTNERS, LLC
2100 MCKINNEY AVENUE, SUITE 1500
DALLAS, TX75201
Former 10% Owner
Waxman Alan
C/O SIXTH STREET PARTNERS, LLC
345 CALIFORNIA STREET, SUITE 2600
SAN FRANCISCO, CA94104
Former 10% Owner
Signatures
Sixth Street Partners Management Company, L.P. By: /s/ David Stiepleman, Authorized Signatory of the GP of Sixth Street Partners Management Company, L.P. 09/18/2023
Signature of Reporting Person Date
Alan Waxman By: /s/ Joshua Peck, on behalf of Alan Waxman (9) 09/18/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 213,895 shares of Common Stock that the Reporting Persons have the right to receive if the trading price of the Common Stock reaches certain thresholds (the "Contingent Consideration").
( 2 )The Contingent Consideration vests in equal thirds if the trading price of Common Stock is greater than or equal to $12.50, $15.00 and $17.50, respectively, for any 20 trading days within any 30-trading day period (the "Milestones"). If the Milestones are not met by the seventh anniversary of the closing of the issuer's initial public offering, then the unvested Contingent Consideration will be forfeited.
( 3 )These shares are owned directly by Avatar Investment Solutions (A), LLC. Avatar Investment Solutions (A), LLC's managing member is TCS Finance (A), LLC, the managing member of which is Sixth Street Growth GenPar, L.P. (formerly known as TSSP Capital Solutions GenPar, L.P.), a Delaware limited partnership. Sixth Street Growth GenPar, L.P. is ultimately indirectly controlled by Sixth Street Partners Management Company, L.P., a Delaware limited partnership ("Management Company"). Management Company is managed by its general partner, whose managing member is Alan Waxman.
( 4 )Includes 167,571 shares of Contingent Consideration.
( 5 )These shares are owned directly by Avatar Investment Solutions 1, LLC. Avatar Investment Solutions 1, LLC's managing member is TCS Finance 1, LLC, the manager of which is Sixth Street Growth GenPar, L.P. Sixth Street Growth GenPar, L.P. is ultimately indirectly controlled by Management Company. Management Company is managed by its general partner, whose managing member is Alan Waxman.
( 6 )Includes 333,783 shares of Contingent Consideration.
( 7 )These shares are owned directly by Avatar Investment Opportunities, LLC. Avatar Investment Opportunities, LLC's managing member is Redwood IV Finance 1, LLC, the managing member of which is Sixth Street Opportunities GenPar IV, L.P. (formerly known as TSSP Opportunities GenPar IV, L.P.). Sixth Street Opportunities GenPar IV, L.P. is ultimately indirectly controlled by Management Company. Management Company is managed by its general partner, whose managing member is Alan Waxman.
( 8 )Each of Management Company and Alan Waxman disclaim beneficial ownership over the reported securities, except to the extent of their pecuniary interest therein.

Remarks:
9. Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated June 15, 2023, which was previously filed with the Commission as an exhibit to the Schedule 13D filed by Mr. Waxman on July 15, 2023 (SEC File No. 005-91137).

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