Mohanty v. Avid Technology, Inc. et al.

The Notice was sent to you pursuant to an Order of a United States Federal Court because you, someone in your family, or an investment account for which you serve as custodian may have purchased Avid common stock during the time period from August 4, 2016 through November 9, 2016, inclusive (the “Class Period”).

The Notice explains the Action, the Settlement, Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of the Action is the United States District Court for the District of Massachusetts, and the case is known as Mohanty v. Avid Technology, Inc. et al., Case No.: 1:16-cv-12336-IT. The case has been assigned to the Honorable Indira Talwani. The individual representing the Class is the “Lead Plaintiff,” and the companies and individuals he sued and who have now settled are called the Defendants.

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On November 21, 2016, a putative class action was filed in the United States District Court for the District of Massachusetts alleging violations of federal securities laws. The Court has appointed the law firm of Johnson Fistel, LLP (formerly known as Johnson & Weaver, LLP) as Lead Counsel. David Wayne Hammond is the Court-appointed Lead Plaintiff.

The Corrected Amended Complaint for Violations of the Federal Securities Laws (the “Complaint”) filed in the Action on April 19, 2017, alleged that the Defendants made public statements during the Class Period that contained untrue statements and omitted facts required to be stated therein or required to make the statements therein not misleading. The Complaint asserts claims pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder.

The Defendants filed a motion to dismiss the Complaint on June 14, 2017, which Lead Plaintiff opposed on July 31, 2017. Briefing related to the Defendants’ motion dismiss was completed on August 21, 2017. At the time Lead Plaintiff and the Defendants reached the Settlement, the Defendants’ motion to dismiss remained pending.

Defendants deny each and every claim and allegation of wrongdoing alleged by Lead Plaintiff in the Action. Defendants contend that they did not make any materially false or misleading statements and that they disclosed all material information required to be disclosed by the federal securities laws. Defendants also contend that any losses allegedly suffered by Class Members were not caused by any false or misleading statements or omissions by Defendants and/or were caused by intervening events.

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In a class action, one or more people called the plaintiff(s) sues on behalf of people who have similar claims. All of the people with similar claims are referred to as a class or class members. One court resolves the issues for all class members, except for those who exclude themselves from the class.

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The Court has not decided in favor of the Defendants or of Lead Plaintiff and has not yet approved this Settlement. Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and Lead Plaintiff agreed to the Settlement in order to ensure that Class Members will receive compensation.

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The Court directed that everyone who fits this description is a Class Member: all Persons who purchased or otherwise acquired Avid common stock during the time period from August 4, 2016 through November 9, 2016, inclusive, except those Persons and entities that are excluded, as described below.

Excluded from the Class are Defendants, members of the immediate family of any such Defendant, any Person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has or had a controlling interest during the Class Period; the officers and directors of Avid during the Class Period; and legal representatives, agents, executors, heirs, successors, or assigns of any such excluded Person. The Defendants or any entity in which any of the Defendants has or had a controlling interest (for purposes of this paragraph, together a “Defendant-Controlled Entity”) are excluded from the Class only to the extent that such Defendant-Controlled Entity itself purchased a proprietary (i.e. for its own account) interest in the Company’s common stock. To the extent that a Defendant-Controlled Entity purchased Avid stock in a fiduciary capacity or otherwise on behalf of any third-party client, account, fund, trust, or employee-benefit plan that otherwise falls within the Class, neither such Defendant-Controlled Entity nor the third-party client, account, fund, trust, or employee-benefit plan shall be excluded from the Class with respect to such Avid stock. Also excluded from the Class are those Persons who timely and validly exclude themselves therefrom by submitting a request for exclusion in accordance with the requirements set forth in FAQ 12.

If one of your mutual funds owns Avid common stock, that alone does not make you a Class Member. You are a Class Member only if you directly purchased or acquired Avid common stock during the Class Period. Contact your broker to see if you have purchased or acquired Avid common stock.

If you sold Avid common stock during the Class Period, that alone does not make you a Class Member. You are a Class Member only if you purchased or acquired Avid common stock, as defined above.

Please Note: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement. If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Proof of Claim and Release that is being distributed with the Notice and the required supporting documentation as set forth therein postmarked or submitted online on or before April 19, 2018.

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If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-877-982-0120, or you can fill out and return the Proof of Claim and Release form enclosed with the Notice package, to see if you qualify.

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The Settlement provides that, in exchange for the release of the Released Claims (defined in FAQ 11) and dismissal of the Action, Defendants have agreed to pay (or cause to be paid) One Million, Three Hundred and Twenty-Five Thousand United States Dollars ($1,325,000.00) in cash to be distributed after taxes, fees, and expenses, pro rata, to Class Members who send in a valid Proof of Claim and Release form pursuant to the Court-approved Plan of Allocation. The Plan of Allocation is described in more detail at the end of the Notice.

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Your share of the Net Settlement Fund will depend on several things, including the total amount of claims represented by the valid Proof of Claim and Release forms that Class Members send in, compared to the amount of your claim, all as calculated under the Plan of Allocation discussed in the Notice.

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To be potentially eligible to receive a payment from the Settlement if it is approved, you must submit a Proof of Claim and Release form. A Proof of Claim and Release form is enclosed with the Notice or may be downloaded here. Read the instructions carefully, fill out the Proof of Claim and Release, include all the documents the form asks for, sign it, and mail or submit it online so that it is postmarked or received no later than April 19, 2018. The Proof of Claim and Release form may be submitted online here.

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The Court will hold a Final Approval Hearing on April 30, 2018, at 2:45 p.m., to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Proofs of Claim and Releases to be processed. Please be patient.

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Unless you timely and validly exclude yourself, you are staying in the Class, and that means, if the Settlement is approved, you cannot sue, continue to sue, or be part of any other lawsuit against Defendants or their Related Persons about the Released Claims (as defined below) in this Action. It also means that all of the Court’s orders will apply to you and legally bind you. If you remain a Class Member, and if the Settlement is approved, you will give up all “Released Claims” (as defined below), including “Unknown Claims” (as defined below), against the “Released Persons” (as defined below):

• “Released Claims” means any and all claims, demands, losses, damages, rights, causes of action, liabilities, obligations, judgments, suits, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ and consultants’ fees, actions, potential actions, causes of action, suits, judgments, decrees, matters, as well as issues and controversies of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, accrued or unaccrued, apparent or unapparent, foreseen or unforeseen, fixed or contingent, that have been, or could have been, asserted in the Action or in any court, tribunal, forum, or proceeding (including, but not limited to, any claims arising under federal, state, or foreign law, statute, rule, or regulation relating to alleged fraud, negligence, violations of the federal securities laws, or otherwise, and including all claims within the exclusive jurisdiction of the federal courts), whether individual or class, arising from or relating to both (a) the purchase or other acquisition of the Company’s common stock during the Class Period, and (b) the acts, facts, statements, or omissions that were, or could have been, alleged by Plaintiff in the Action, including, without limitation, any and all claims that are based upon, arise out of, relate in any way to, or involve, directly or indirectly, (i) Avid’s public statements and SEC filings which arise out of, or relate in any way to, the allegations or subject matter of the Action; (ii) actions taken by the Individual Defendants which arise out of, or relate in any way to, the allegations or subject matter of the Action; (iii) any transaction in Avid securities by any Defendant, current or former officer or director of such Defendant, or affiliated entity during the Class Period; (iv) public statements made by the Individual Defendants which arise out of, or relate in any way to, the allegations or subject matter of the Action; and (v) arise out of, or are based upon, the purchase, sale, decision to hold, or other acquisition of Avid securities during the Class Period (the “Release”). This Release extends to any and/or all Defendants, and any and/or all of their Related Persons. “Released Claims” includes “Unknown Claims” as defined below. Released Claims does not include claims to enforce the Settlement, nor does it include any currently pending related ERISA or stockholder derivative actions. “Released Persons” means each and all of the Defendants, and each and all of their Related Persons.


• “Related Persons” means, with respect to the Defendants, each and all of their respective present or former parents, subsidiaries, affiliates, successors, and assigns, and each and all of their respective present or former officers, directors, employees, employers, attorneys, accountants, financial advisors, commercial bank lenders, insurers, reinsurers, investment bankers, underwriters, representatives, general and limited partners and partnerships, heirs, executors, administrators, successors, affiliates, agents, spouses, associates, and assigns of each of them, in their capacity as such, or any trust of which any Defendant and/or their Related Persons is the settlor, or which is for the benefit of any Defendant and/or their Related Persons and/or member(s) of his or her family, and any entity in which any such Defendant and/or their Related Persons has a controlling interest. “Related Person” means, individually, any of the Related Persons.


• “Unknown Claims” means any Released Claims which Plaintiff or any Class Members do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons, and any claims that the Released Persons do not know or suspect to exist in his, her, or its favor at the time of the release of Plaintiff, each and all of the Class Members, and Plaintiff’s Counsel, which, if known by him, her, or it, might have affected his, her, or its settlement with, and release of, the Released Persons or Plaintiff, each and all of the Class Members, and Plaintiff’s Counsel, or might have affected his, her, or its decision not to object to this Settlement or seek exclusion. Unknown Claims include those Released Claims in which some or all of the facts related to the claim may be suspected, or even undisclosed or hidden. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Plaintiff and Defendants shall expressly, and each of the Class Members and Released Persons shall be deemed to have, and by operation of the Judgment shall have, expressly waived, relinquished, and released, to the fullest extent permitted by law, the provisions, rights, and benefits conferred by or under California Civil Code §1542, which provides:
  
  
  A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
  
  Plaintiff and Defendants shall expressly, and each of the Class Members and Released Persons shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542. Plaintiff, Class Members, and the Released Persons may hereafter discover facts in addition to, or different from, those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Claims and the claims released by the Released Persons, but Plaintiff and Defendants shall expressly, and each Class Member and Released Person, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, or the claims released by the Released Persons, as the case may be, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, reckless, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts, whether or not previously or currently asserted in any action. Plaintiff and Defendants acknowledge, and the Class Members and Released Persons shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and an essential, material term of the Settlement relied upon by each and all of the Defendants in entering into the Stipulation of which this release is a part.

If you remain a Class Member, all of the Court’s orders will apply to you and legally bind you.

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To exclude yourself from the Class and the Settlement, you must send a letter by First-Class Mail stating that you “request exclusion from the Class in Mohanty v. Avid Technology, Inc. et al., Case No.: 1:16-cv-12336-IT.” A Request for Exclusion must be signed and state (a) the name, address, and telephone number of the Person requesting exclusion; and (b) that the Person wishes to be excluded from the Class. Persons submitting such Requests for Exclusion are requested to provide the approximate dates and number of shares of Avid common stock purchased, acquired, or sold during the Class Period in order to assist the Court, Lead Plaintiff, and Defendants in assessing the Settlement at the Final Approval Hearing. You must submit your exclusion request so that it is received no later than April 9, 2018 to:

Mohanty v. Avid Technology, Inc. et al. c/o GCG P.O. Box 10525 Dublin OH 43017-4525 www.AvidSecuritiesSettlement.com

If you ask to be excluded, and the Settlement is approved, you will not get any payment from the Settlement, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this Action, and you may be able to sue the Defendants and the other Released Persons about the Released Claims in the future.

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No. Unless you exclude yourself, you give up any rights you may potentially have to sue the Defendants and the other Released Persons for any and all Released Claims. If you have a pending lawsuit against the Released Persons, speak to your lawyer in that case immediately. You must exclude yourself from the Class in this Action to continue your own lawsuit. Remember, the exclusion deadline is April 9, 2018.

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No. If you exclude yourself, you should not send in a Proof of Claim and Release to ask for any money. But, you may have the right to potentially sue or be part of a different lawsuit against the Defendants and the other Released Persons about the claims raised in the Action.

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The Court ordered the law firm of Johnson Fistel, LLP (formerly known as Johnson & Weaver, LLP) to represent the Class Members, including you. These lawyers are called Lead Counsel. You will not be charged for Lead Counsel’s services. Lead Counsel will be paid from the Settlement Fund to the extent the Court approves its application for fees and expenses. If you want to be represented by your own lawyer, you may hire one at your own expense.

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Lead Counsel will apply to the Court for an award of attorneys’ fees not to exceed thirty- three and one-third percent (33.33%) of the Settlement Amount, and for expenses and costs in an amount not to exceed $75,000.00 in connection with the Action, plus interest on such fees, expenses, and costs at the same rate as earned by the Settlement Fund. In addition, Lead Plaintiff may request up to $10,000 for his time and expenses (including lost wages) incurred in representing the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund.

The attorneys’ fees and expenses requested will be the only payment to Plaintiffs’ Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly-contingent basis. To date, Lead Counsel have not been paid for their services for conducting this Action on behalf of Lead Plaintiff and the Class nor for their substantial litigation expenses. The fee requested will compensate Plaintiffs’ Counsel for their work in achieving the Settlement and is within the range of fees awarded to class counsel under similar circumstances in other cases of this type.

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If you are a Class Member, you can comment or object to the proposed Settlement, the proposed Plan of Allocation, Lead Counsel’s fee and expense application, and/or Lead Plaintiff’s time and expense request. You can write to the Court setting out your comment or objection. The Court will consider your views. To comment or object, you must send a signed letter saying that you wish to comment on, or object to, the proposed Settlement in Mohanty v. Avid Technology, Inc. et al., Case No.: 1:16-cv-12336-IT. Include your name, address, telephone number, and your signature, identify the date(s), price(s), and number(s) of shares of Avid common stock you purchased or acquired during the Class Period, and state your comments or the reasons why you object to the proposed Settlement. Your comments or objection must be filed with the Court or mailed or delivered to either of the following addresses such that it is received no later than April 9, 2018:

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Objecting is simply telling the Court that you do not like something about the Settlement.

Excluding yourself is telling the Court that you do not want to be paid through the Settlement and do not want to release any claims you think you may have against the Defendants and their Related Persons.

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The Court will hold a Final Approval Hearing at 2:45 p.m., on April 30, 2018, in the Courtroom of the Honorable Indira Talwani, at the United States District Court for the District of Massachusetts, John Joseph Moakley U.S. Courthouse, 1 Courthouse Way, Boston, MA 02210. At the hearing, the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay to Lead Counsel and Lead Plaintiff. After the Final Approval Hearing, the Court will decide whether to approve the Settlement, the Plan of Allocation, and the fee and expense requests. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Final Approval Hearing without another notice being sent to Class Members. If you want to attend the hearing, you should check with Lead Counsel and/or this website beforehand to be sure that the date and/or time has not changed.

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No. Lead Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the hearing or take any other action to indicate their approval.

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If you object to the Settlement, the Plan of Allocation, or the requests for fees, costs, and expenses, you may ask the Court for permission to speak at the Final Approval Hearing. To do so, you must include with your objection (see FAQ 17) a statement saying that it is your “Notice of Intention to Appear in the Mohanty v. Avid Technology, Inc. et al., Case No.: 1:16-cv-12336-IT.” Persons who intend to object to the Settlement, the Plan of Allocation, and/or any attorneys’ fees and expenses to be awarded to Lead Counsel or any requested award to Plaintiff for his reasonable costs and expenses (including lost wages) and desire to present evidence at the Final Approval Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Final Approval Hearing. Your notice of intention to appear must be received no later than April 9, 2018, and addressed to the Clerk of Court, Lead Counsel, and Defendants’ counsel, at the addresses listed in FAQ 17.

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If you do nothing, you will not receive any money from this Settlement. In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants and their Related Persons about the Released Claims in this Action.

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The Notice summarizes the proposed Settlement. You can obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 1-877-982-0120. Reference is also made to the Stipulation, to the pleadings in support of the Settlement, to the Orders entered by the Court, and to the other settlement-related papers filed in the Action, which are posted on this website, and which may be inspected at the Office of the Clerk of the United States District Court for the District of Massachusetts, John Joseph Moakley U.S. Courthouse, 1 Courthouse Way, Boston, MA 02210, during regular business hours. For a fee, all papers filed in this Action are available at www.pacer.gov.

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