Alan Waxman Form 4 AvePoint / Alan Waxman ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

Sixth Street Partners Management Company, L.P.

(Last)

(First)

(Middle)

C/O SIXTH STREET PARTNERS, LLC

2100 MCKINNEY AVENUE, SUITE 1500

(Street)

DALLAS

75201

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Sixth Street Partners Management Company, L.P.

(Last)

(First)

(Middle)

C/O SIXTH STREET PARTNERS, LLC

2100 MCKINNEY AVENUE, SUITE 1500

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Waxman Alan

(Last)

(First)

(Middle)

C/O SIXTH STREET PARTNERS, LLC

345 CALIFORNIA STREET, SUITE 2600

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

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).

	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
	Alan Waxman By: /s/ Joshua Peck, on behalf of Alan Waxman (9)	09/18/2023
	** 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.
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Alan Waxman Form 4AvePoint / Alan Waxman ownership change