Sec Form 4 Filing - Hancock Richard B @ Avid Bioservices, Inc. - 2025-02-05

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
Hancock Richard B
2. Issuer Name and Ticker or Trading Symbol
Avid Bioservices, Inc. [ CDMO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
14191 MYFORD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2025
(Street)
TUSTIN, CA92780
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, $0.001 par value 02/05/2025 D 124,191 ( 1 ) D 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 (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) $ 4.67 02/05/2025 D 34,271 ( 3 ) ( 4 ) 11/27/2027 Common Stock 34,271 < span class="form4-data"> ( 4 ) 143,983 D
Stock Option (right to buy) $ 5.22 02/05/2025 D 19,600 ( 3 ) ( 4 ) 12/14/2025 Common Stock 19,600 ( 4 ) 124,383 D
Stock Option (right to buy) $ 4.53 02/05/2025 D 11,623 ( 3 ) ( 4 ) 05/07/2026 Common Stock 11,623 ( 4 ) 112,760 D
Stock Option (right to buy) $ 6.95 02/05/2025 D 102,730 ( 3 ) ( 4 ) 07/10/2027 Common Stock 102,730 ( 4 ) 10,030 D
Stock Option (right to buy) $ 10.72 02/05/2025 D 10,030 ( 3 ) ( 4 ) 12/14/2027 Common Stock 10,030 ( 4 ) 0 D
Restricted Stock Units $ 0 02/05/2025 D 7,014 ( 5 ) ( 6 ) ( 6 ) Common Stock 7,014 ( 6 ) 8,147 D
Restricted Stock Units $ 0 02/05/2025 D 8,147 ( 5 ) ( 7 ) ( 7 ) Common Stock 8,147 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hancock Richard B
14191 MYFORD ROAD
TUSTIN, CA92780
X
Signatures
/s/ Stephen Hedberg, by Power of Attorney for Richard B. Hancock 02/07/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Space Mergerco, Inc. ("Merger Sub") with and into Avid Bioservices, Inc. (the "Issuer") pursuant to the Agreement and Plan of Merger, dated as of November 6, 2024 (the "Merger Agreement"), by and among the Issuer, Space Finco, Inc., and Merger Sub.
( 2 )At the Effective Time, each outstanding share of common stock was cancelled and converted into the right to receive a cash payment per share of $12.50, without interest, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
( 3 )Represents stock options ("Options") that were disposed of at the Effective Time of the Merger of Merger Sub with and into the Issuer pursuant to the Merger Agreement, by and among the Issuer, Space Finco, Inc., and Merger Sub.
( 4 )This Option was fully vested at the Effective Time. At the Effective Time, each fully vested Option was cancelled and converted solely into the right to receive a cash payment equal to the product of (a) the total number of shares of common stock subject to such Option immediately prior to the Effective Time, multiplied by (b) the excess, if any, of the Merger Consideration over the per share exercise price of such vested Option, without interest, subject to the terms and conditions of the Merger Agreement.
( 5 )Represents restricted stock units ("RSUs") that were disposed of at the Effective Time of the Merger of Merger Sub with and into the Issuer pursuant to the Merger Agreement, by and among the Issuer, Space Finco, Inc., and Merger Sub.
( 6 )At the Effective Time, each fully vested RSU was cancelled and converted solely into the right to receive a cash payment of $12.50 per share of common stock subject to such vested RSU, without interest, subject to the terms and conditions of the Merger Agreement.
( 7 )At the Effective Time, each unvested RSU was cancelled and converted solely into the right to receive a cash payment of $12.50 per share of common stock subject to such unvested RSU, without interest, subject to the terms and conditions of the Merger Agreement.

Remarks:
The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

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