4//SEC Filing
Praeger Michael 4
Accession 0001193125-25-240331
CIK 0001858257other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 4:33 PM ET
Size
21.2 KB
Accession
0001193125-25-240331
Insider Transaction Report
Form 4
Praeger Michael
DirectorChief Executive Officer
Transactions
- Other
Common Stock
2025-10-15−1,888,652→ 0 total(indirect: By Green and Gold 2014 GRAT) - Disposition to Issuer
Common Stock
2025-10-15−213,468→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
2025-10-15−65,299→ 0 total→ Common Stock (65,299 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-10-15−582,524→ 0 totalExercise: $8.04→ Common Stock (582,524 underlying) - Disposition to Issuer
Common Stock
2025-10-15−1,226,422→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2025-10-15−400,000→ 0 totalExercise: $9.00→ Common Stock (400,000 underlying) - Other
Common Stock
2025-10-15−9,719,576→ 1,226,422 total - Other
Common Stock
2025-10-15−1,328,276→ 0 total(indirect: By Green and Gold 2015 GRAT) - Disposition to Issuer
Common Stock
2025-10-15−757,327→ 0 total(indirect: By Michael Praeger and Cindy Praeger, Joint, Tenants with Right of Survivorship)
Footnotes (5)
- [F1]Pursuant to rollover agreements entered into by certain officers of the Issuer, including the Reporting Person, Arrow Holdings 2025, Inc. ("Holdings"), and Arrow Parent 2025, L.P. ("Topco"), the Reporting Person contributed, transferred and assigned to Holdings certain shares of Common Stock in exchange for newly issued shares of Holdings ("Holdings Shares"), and immediately thereafter contributed such Holdings Shares to Topco in exchange for newly issued units of Topco, in accordance with the terms of the rollover agreements.
- [F2]In connection with the terms of an Agreement and Plan of Merger, dated May 6, 2025 (as it may be amended from time to time, the "Merger Agreement"), by and among the Issuer, Arrow Borrower 2025, Inc. ("Parent"), and Arrow Merger Sub 2025, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive $10.00 in cash, without interest (the "Merger Consideration").
- [F3]At the Effective Time, each outstanding restricted stock unit that does not vest upon the occurrence of the Effective Time was automatically substituted and immediately converted into a cash award equal to the product of (i) the aggregate number of shares of Common Stock underlying such unvested restricted stock unit immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, subject to the terms and conditions of the corresponding award.
- [F4]Pursuant to the terms of the Merger Agreement, each stock option that was outstanding, unexercised and vested immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive a payment in cash equal to the product obtained by multiplying (a) the aggregate number of shares of Common Stock subject to such vested stock option immediately prior to the Effective Time and (b) the excess, if any, of the Merger Consideration over the exercise price per share of such vested stock option.
- [F5]Each outstanding and unvested stock option immediately prior to the Effective Time with a per share exercise price less than the Merger Consideration was substituted and immediately converted into a cash award equal to (x) the aggregate number of shares of Common Stock subject to such unvested stock option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such unvested stock option, subject to the same terms and conditions applicable prior to the Effective Time.
Documents
Issuer
AvidXchange Holdings, Inc.
CIK 0001858257
Entity typeother
Related Parties
1- filerCIK 0001886695
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 4:33 PM ET
- Size
- 21.2 KB