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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 11/27/23 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 1068875 |
| Issuer Name: AVANTAX, INC. |
| Issuer Trading Symbol: AVTA |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1181852 |
| | Owner Name: ERNST MARK A |
| Reporting Owner Address: |
| | Owner Street 1: 3200 OLYMPUS BLVD., SUITE 100 |
| | Owner Street 2: |
| | Owner City: DALLAS |
| | Owner State: TX |
| | Owner ZIP Code: 75019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/27/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 102,566 |
| | | Transaction Price Per Share: |
| Value: 26 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/27/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F3 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 14,000 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Value: 26 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Bellevue Capital LLC |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2023 (as may be amended from time to time, the "Merger Agreement") by and among the Issuer, Aretec Group, Inc., a Delaware corporation ("Parent"), and C2023 Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub"), effective November 27, 2023, among other things, Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Parent. |
| Footnote - F2: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), these shares of the Issuer's common stock ("Common Stock") and restricted stock units of the Issuer that vest solely on the basis of time ("RSUs") were automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the reported number of shares multiplied by (ii) $26.00 (less any required tax withholdings). |
| Footnote - F3: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), these shares of the Issuer's common stock ("Common Stock") were automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the reported number of shares multiplied by (ii) $26.00 (less any required tax withholdings). |
| Footnote - F4: The reporting person is the managing partner of the limited liability company that owns the reported securities. |
| Remarks: Exhibit List: Exhibit 24-Power of Attorney |
| Owner Signature: |
| Signature Name: /s/ Tabitha T. Bailey, as Attorney-in-Fact for Mark Ernst |
| Signature Date: 11/28/23 |
