Statement of Changes in Beneficial Ownership (4)
15 Junho 2023 - 5:58PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Sixth Street Partners Management Company, L.P. |
2. Issuer Name and Ticker or Trading Symbol
AvePoint, Inc.
[
AVPT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SIXTH STREET PARTNERS, LLC, 2100 MCKINNEY AVENUE, SUITE 1500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/13/2023 |
(Street)
DALLAS, TX 75201 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 6/13/2023 | | S | | 1345723 | D | $6.16 | 7391263 (1)(2) | I | Held by Avatar Investment Solutions (A), LLC (3)(8) |
Common Stock | 6/13/2023 | | S | | 1054277 | D | $6.16 | 5790520 (2)(4) | I | Held by Avatar Investment Solutions 1, LLC (5)(8) |
Common Stock | 6/13/2023 | | S | | 2100000 | D | $6.16 | 11534058 (2)(6) | I | Held by Avatar Investment Opportunities, LLC (7)(8) |
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 |
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"), which were inadvertently reported as 213,106 shares in the Form 3 filed by the Reporting Persons on July 12, 2021. |
(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, which were inadvertently reported as 166,953 shares in the Form 3 filed by the Reporting Persons on July 12, 2021. |
(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, which were inadvertently reported as 332,552 shares in the Form 3 filed by the Reporting Persons on July 12, 2021. |
(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). |
Reporting Owners
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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, TX 75201 |
| X |
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Waxman Alan C/O SIXTH STREET PARTNERS, LLC 345 CALIFORNIA STREET, SUITE 2600 SAN FRANCISCO, CA 94104 |
| X |
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Signatures
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/s/ Sixth Street Partners Management Company, L.P. By: /s/ David Stiepleman, Authorized Signatory of the GP of Sixth Street Partners Management Company, L.P. | | 6/15/2023 |
**Signature of Reporting Person | Date |
/s/ Alan Waxman By: /s/ Joshua Peck, on behalf of Alan Waxman (9) | | 6/15/2023 |
**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 control number. |
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