Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Jiang Tianyi (Last) (First) (Middle) C/O AVEPOINT, INC. 525 WASHINGTON BOULEVARD, SUITE 1400 (Street) JERSEY CITY NJ 07310 (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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/10/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/10/2024		A		39,391(1)	A	$18.22	526,924	D
Common Stock	12/10/2024		A		39,356(2)	A	$18.53	566,280	D
Common Stock	12/10/2024		F		30,988(5)	D	$18.53	535,292(3)	D
Common Stock	12/10/2024		A		86,888(1)	A	$18.22	15,738,101	I	Held by trusts and LLCs
Common Stock	12/10/2024		A		86,809(2)	A	$18.53	15,824,910(4)	I	Held by trusts and LLCs

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Under the business combination agreement and plan of reorganization with Apex Technology Acquisition Corporation, Inc. and the other parties thereto, as amended, if at any time from July 1, 2021 through July 1, 2028, AvePoint's closing stock price is greater than or equal to $12.50 over any 20 trading days within any 30 day trading day period ("First Milestone"), certain holders of AvePoint common stock and certain holders of AvePoint options, including the Reporting Person, shall be issued up to 1,000,000 shares of AvePoint common stock in the aggregate. The price was determined to be the closing price on December 3, 2024, the date the First Milestone was achieved. Shares granted hereunder to the Reporting Person are being restricted pending completion of the HSR process.

2. Under the business combination agreement and plan of reorganization with Apex Technology Acquisition Corporation, Inc. and the other parties thereto, as amended, if at any time from July 1, 2021 through July 1, 2028, AvePoint's closing stock price is greater than or equal to $15.00 over any 20 trading days within any 30 day trading day period ("Second Milestone"), certain holders of AvePoint common stock and certain holders of AvePoint options, including the Reporting Person, shall be issued up to 1,000,000 shares of AvePoint common stock in the aggregate. The price was determined to be the closing price on December 9, 2024, the date the Second Milestone was achieved. Shares granted hereunder to the Reporting Person are being restricted pending completion of the HSR process.

3. Includes common stock as well as aggregate vested and unvested RSUs held by the Reporting Person subject to the vesting schedules previously reported on Table I on a Form 4 filed with the Securities and Exchange Commission on September 3, 2021, March 22, 2022, March 23, 2023 and March 7, 2024.

4. Includes (i) 4,465,861 shares held by Capella 2023 GRAT, (ii) 3,958,101 shares held by River Valley, Ltd., (iii) 3,289,396 shares held by Capella 2022 GRAT, (iv) 2,663,680 shares held by Red Kite, LLC, (v) 1,187,786 shares held by Capella 2022 GRAT II, (vi) 172,000 shares held by the Reporting Person's spouse, and (vii) 88,086 shares held by Capella 2021 GRAT. The Reporting Person disclaims beneficial ownership with respect to the shares held by each trust and LLC, except to the extent his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for the purposes of Section 16 or for any other purpose.

5. Exempt transaction consisting of the payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. The shares reported as disposed of in this Form 4 represent the number of shares of the Issuer's common stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the securities and does not represent a discretionary transaction by the Reporting Person.

	/s/ Brian Michael Brown, Attorney-in-Fact	12/12/2024
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

---