Mohanty v. Avid Technology, Inc. et al

Filing 55

Judge Indira Talwani: ORDER PRELIMINARILY APPROVING CLASS CERTIFICATION, APPOINTMENT OF COUNSEL AND SETTLEMENT, AND PROVIDING FOR NOTICE. (Attachments: # 1 Exhibit A: Notice, # 2 Exhibit B: Proof of Claim and Release, # 3 Exhibit C: Summary Notice) (MacDonald, Gail)

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
PRAKASH MOHANTY, Individually and on )
Behalf of All Others Similarly Situated,
)
)
Plaintiff,
)
)
vs.
)
)
AVID TECHNOLOGY, INC., LOUIS
)
HERNANDEZ, JR, and ILAN SIDI,
)
)
Defendants.
)
)

Case No. 1:16-cv-12336-IT

CLASS ACTION

PROOF OF CLAIM AND RELEASE
EXHIBIT B

Mohanty v. Avid Technology, Inc
c/o GCG
P.O. Box 10525
Dublin, OH 43017-4525
Toll-Free Number: 1-877-982-0120
Settlement Website: www.AvidSecuritiesSettlement.com

PROOF OF CLAIM AND RELEASE
To be potentially eligible to receive a share of the Net Settlement Fund 1 in connection with the
Settlement of this Action, you must complete and sign this Proof of Claim and Release form
(“Proof of Claim and Release”) and mail it by first-class mail to the above address, postmarked
no later than April 19, 2018, or submit online no later than April 19, 2018.
Failure to submit your Proof of Claim and Release by the date specified will subject your claim to
rejection and may preclude you from being eligible to receive any money in connection with the
Settlement.
Do not mail or deliver your Proof of Claim and Release to the Court, the parties to the Action,
or their counsel. Submit your Proof of Claim and Release only to the Claims Administrator.
TABLE OF CONTENTS

PAGE #

PART I–CLAIMANT INDENTIFICATION

3

PART II–GENERAL INSTRUCTIONS

4

PART III–SCHEDULE OF TRANSACTIONS IN AVID COMMON STOCK

7

PART IV–RELEASE OF CLAIMS AND SIGNATURE

9

RELEASE OF CLAIMS SIGNATURE

11

PART I–CLAIMANT INDENTIFICATION
The Claims Administrator will use this information for all communications regarding this Proof
of Claim and Release. If this information changes, you MUST notify the Claims Administrator in
writing at the address above.
1

All capitalized terms used in this Proof of Claim and Release that are not otherwise defined herein
shall have the meanings provided in the Stipulation and Agreement of Settlement dated
November 30, 2017 (the “Stipulation”), which is available on the website
www.AvidSecuritiesSettlement.com.
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Claimant Name(s) (as the name(s) should appear on check, if eligible for payment; if the shares
are or were jointly owned, the names of all beneficial owners must be provided):

Mailing Address – Line 1: Street Address/P.O. Box:

Mailing Address – Line 2 (If Applicable): Apartment/Suite/Floor Number:

City:

State/Province:

Zip Code:

Country:

Last 4 digits of Claimant Social Security/Taxpayer Identification Number: 2

Daytime Telephone Number:

E-mail address

Evening Telephone Number:

(E-mail address is not required, but if you provide it you authorize the Claims Administrator to use it in

providing you with information relevant to this claim.):

Record Owner’s Name (if different from beneficial owner listed above):

PART II–GENERAL INSTRUCTIONS
1.
To recover as a member of the Class based on your claims in the action entitled
Mohanty v. Avid Technology, Inc. et al., Case No.: 1:16-cv-12336-IT (D. Mass.) (the “Action”),
you must complete and, on page 11 hereof, sign this Proof of Claim and Release. If you fail to
submit a timely and properly addressed (as set forth in paragraph 3 below) Proof of Claim and
2

The last four digits of the taxpayer identification number (TIN), consisting of a valid Social
Security Number (SSN) for individuals or Employer Identification Number (EIN) for business
entities, trusts, estates, etc., and the telephone number of the beneficial owner(s) may be used in
verifying this claim.
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Release, your claim may be rejected, and you may not receive any recovery from the Net
Settlement Fund created in connection with the proposed Settlement.
2.
Submission of this Proof of Claim and Release, however, does not assure that you
will share in the proceeds of the Settlement of the Action.
3.
YOU MUST MAIL OR SUBMIT ONLINE YOUR COMPLETED AND
SIGNED PROOF OF CLAIM AND RELEASE FORM, ACCOMPANIED BY COPIES OF
THE DOCUMENTS REQUESTED HEREIN, NO LATER THAN April 19, 2018,
ADDRESSED AS FOLLOWS:
Mohanty v. Avid Technology Inc. et al.
c/o GCG
P.O. Box 10525
Dublin, OH 43017-4525
www.AvidSecuritiesSettlement.com
If you are NOT a Class Member, as defined in the Notice of Pendency and Proposed Settlement
of Class Action (“Notice”), DO NOT submit a Proof of Claim and Release.
4.
If you are a Class Member and you did not timely request exclusion, you will be
bound by the terms of any Judgment entered in the Action, including the releases provided therein,
WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE.
5.
If you purchased or otherwise acquired Avid Technology, Inc. (“Avid”) common
stock during the time period from August 4, 2016 through November 9, 2016, inclusive (the “Class
Period”), and held the certificate(s) in your name, you are the beneficial purchaser as well as the
record purchaser. If, however, you purchased or otherwise acquired Avid common stock during
the Class Period and the certificate(s) were registered in the name of a third party, such as a
nominee or brokerage firm, you are the beneficial purchaser or acquirer and the third party is the
record purchaser or acquirer.
6.
Use Part I of this form entitled “Claimant Identification” to identify each purchaser
of record (“nominee”), if different from the beneficial purchaser of the Avid common stock that
forms the basis of this claim. THIS PROOF OF CLAIM AND RELEASE MUST BE FILED BY
THE ACTUAL BENEFICIAL PURCHASER(S) OR THE LEGAL REPRESENTATIVE OF
SUCH PURCHASER(S) OF THE AVID COMMON STOCK UPON WHICH THIS CLAIM IS
BASED.
7.
All joint beneficial owners must each sign this Proof of Claim and Release and their
names must appear as “Claimants” in Part I of this Proof of Claim and Release. Agents, executors,
administrators, guardians, conservators, and trustees or others acting in a representative capacity
on behalf of a Class Member must complete and sign this Proof of Claim and Release on behalf
of Persons represented by them, and submit evidence of their current authority to act on behalf of
that Class Member, including that your titles or capacities must be stated. The Social Security (or
taxpayer identification) number and telephone number of the beneficial owner may be used in
verifying the claim. Failure to provide the foregoing information could delay verification of your
claim or result in rejection of the claim.
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8.
Use Part II of this form entitled “Schedule of Transactions in Avid Common Stock”
to supply all required details of your transaction(s), including free transfers and deliveries in, and
holdings of, Avid common stock. If you need more space or additional schedules, attach separate
sheets giving all of the required information in substantially the same form. Sign and print or type
your name on each additional sheet.
9.
On the schedule(s), provide all of the requested information with respect to all of
your purchases and all of your sales of Avid common stock which took place during the Class
Period, regardless of whether such transactions resulted in a profit or a loss. You must also provide
all of the requested information with respect to all of the shares of Avid common stock you held
at the close of trading on February 7, 2017. Failure to report all such transactions may result in
the rejection of your claim.
10.
List each transaction separately and in chronological order, by trade date, beginning
with the earliest. You must accurately provide the month, day, and year of each transaction you
list.
11.
The date of covering a “short sale” is deemed to be the date of purchase of Avid
common stock. The date of a “short sale” is deemed to be the date of sale of Avid common stock.
12.
For each transaction, copies of broker confirmations or other documentation of your
transactions in Avid common stock should be attached to your Proof of Claim and Release. Failure
to provide this documentation could delay verification of your claim or result in rejection of your
claim.
13.
NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large
numbers of transactions may request, or may be requested, to submit information regarding their
transactions in electronic files. This is different from the online-submission process that is
available at www.AvidSecuritiesSettlement.com. To obtain the mandatory electronic-filing
requirements and file layout, you may visit the settlement website at
www.AvidSecuritiesSettlement.com or you may email the Claims Administrator’s electronicfiling department at [e-mail]. Any file not in accordance with the required
electronic-filing format will be subject to rejection. No electronic files will be considered to have
been properly submitted unless the Claims Administrator issues an email to that effect after
processing your file with your claim numbers and respective account information. Do not assume
that your file has been received or processed until you receive this email. If you do not receive
such an email within 10 days of your submission, you should contact the electronic filing
department at [e-mail] to inquire about your file and confirm it was received
and acceptable.
IMPORTANT: PLEASE NOTE
YOUR CLAIM IS NOT DEEMED FILED UNTIL YOU RECEIVE AN
ACKNOWLEDGEMENT POSTCARD. THE CLAIMS ADMINISTRATOR WILL
ACKNOWLEDGE RECEIPT OF YOUR PROOF OF CLAIM AND RELEASE BY MAIL,
WITHIN 60 DAYS. IF YOU DO NOT RECEIVE AN ACKNOWLEDGEMENT
POSTCARD WITHIN 60 DAYS, PLEASE CALL THE CLAIMS ADMINISTRATOR
TOLL FREE AT 1-877-982-0120.
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PART III–SCHEDULE OF TRANSACTIONS IN AVID COMMON STOCK
Please be sure to include proper documentation with your Proof of Claim and Release as described
in detail in Part II–General Instructions, Paragraph 6, above.
A. HOLDINGS AS OF AUGUST 4, 2016–State the total number of shares of Avid common stock held
as of the opening of trading on August 4, 2016. (Must be documented.) If none, write “zero” or “0.”
____________________

Confirm Proof
of Position
Enclosed
○

B. PURCHASES/ACQUISITIONS OF AVID PUBLICLY-TRADED COMMON STOCK FROM AUGUST 4, 2016
THROUGH NOVEMBER 9, 2016, INCLUSIVE–Separately list each and every purchase or acquisition (including free
receipts) of Avid common stock from after the opening of trading on August 4, 2016 through the close of trading on
November 9, 2016. (All purchases/acquisitions must be documented.)
Date of Purchase/
Acquisition
(List
Chronologically)
(Month/Day/Year)

Number of Common Shares
Purchased/
Acquired

Total Purchase/
Acquisition Price
(excluding taxes,
commissions, and fees)

Purchase/
Acquisition
Price Per
Common Share

Confirm
Proof of
Purchase
Enclosed

/

/

$

$

○

/

/

$

$

○

/

/

$

$

○

/

/

$

$

○

IMPORTANT:

(i) Identify by number listed above all purchases in which you covered a “short sale”:

___________________
(ii) If you received shares through an acquisition or merger, please identify the date, the share amount,
and the company acquired:
//
MM/DD/YYYY

_______________
Merger Shares

________________
Company

C. PURCHASES/ACQUISITIONS FROM AFTER THE CLOSE ON
NOVEMBER 9, 2016 THROUGH FEBRUARY 7, 2017–State the total number of
shares of Avid common stock purchased or acquired (including free receipts) from after
the close of trading on November 9, 2016 through and including the close of trading on
February 7, 2017. If none, write “zero” or “0.” 3

3

Total
Purchases/
Acquisitions

Confirm Proof
of Purchase
Enclosed

Please note: Information requested with respect to your purchases and acquisitions of Avid
common stock from after close of trading on November 9, 2016 through and including February 7,
2017, is needed in order to balance your claim; purchases during this period, however, are not
eligible under the Settlement and will not be used for purposes of calculating your Recognized
Loss Amount pursuant to the Plan of Allocation.
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○

D. SALES OF AVID COMMON STOCK FROM AUGUST 4, 2016 THROUGH FEBRUARY 7,
2017–Separately list each and every sale or disposition (including free deliveries) of Avid common stock
from after the opening of trading on August 4, 2016 through the close of trading on February 7, 2017.
(All sales must be documented.)
Date of Sale
(List Chronologically)
(Month/Day/Year)

Number of Shares Sold

Sale Price
Per Share

Total Sale Price
(not deducting any taxes,
commissions, and fees)

IF NONE,
CHECK
HERE

○

Confirm
Proofof Sale
Enclosed

/

/

$

$

○

/

/

$

$

○

/

/

$

$

○

/

/

$

$

○

/

/

$

$

/

/

$

$

E. HOLDINGS AS OF FEBRUARY 7, 2017–State the total number of shares of Avid common stock
held as of the close of trading on February 7, 2017. (Must be documented.) If none, write “zero” or “0.”
________________

Confirm Proof
of Position
Enclosed
○

IF YOU REQUIRE ADDITIONAL SPACE FOR THE SCHEDULE ABOVE, ATTACH EXTRA
SCHEDULES IN THE SAME FORMAT. PRINT THE BENEFICIAL OWNER’S FULL NAME AND
LAST FOUR DIGITS OF SOCIAL SECURITY/TAXPAYER IDENTIFICATION NUMBER ON EACH
ADDITIONAL PAGE. IF YOU DO ATTACH EXTRA SCHEDULES, CHECK THIS BOX

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PART IV–RELEASE OF CLAIMS AND SIGNATURE
YOU MUST ALSO READ THE RELEASE AND CERTIFICATION BELOW AND SIGN
ON PAGE 11. FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN
PROCESSING OR THE REJECTION OF YOUR CLAIM.
SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS
On behalf of myself (ourselves) and each of my (our) heirs, agents, executors, trustees,
administrators, predecessors, successors, and assigns, I (we) submit this Proof of Claim and
Release under the terms of the Stipulation described in the Notice. I (We) also submit to the
jurisdiction of the United States District Court for the District of Massachusetts with respect to my
(our) claim as a Class Member (Class Members) and for purposes of enforcing the release set forth
herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any
Judgment that may be entered in the Action. I (We) agree to furnish additional information to the
Claims Administrator to support this claim (including transactions in other Avid securities) if
requested to do so. I (We) have not submitted any other claim covering the same purchases or
sales of Avid common stock during the time period from August 4, 2016, through November 9,
2016, inclusive, and know of no other Person having done so on my (our) behalf.
RELEASE
1.
Upon the Effective Date of the Settlement, I (we) acknowledge full and complete
satisfaction of, and fully, finally, and forever settle, release, and discharge from the Released
Claims each and all of the “Released Persons,” defined as each and all of the Defendants, and
each and all of their Related Persons as provided in the Stipulation. “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.
2.
“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,
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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
in the Notice. 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.
3.
“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,
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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.
4.
I (We) hereby warrant and represent that I (we) have not assigned or transferred,
or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to
this release or any other part or portion thereof.
5.
I (We) hereby warrant and represent that I (we) have included the information
requested about all of my (our) transactions in Avid common stock which are the subject of this
claim, as well as the opening and closing positions in such securities held by me (us) on the dates
requested in this Proof of Claim and Release.
UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE
INFORMATION PROVIDED BY ME (US) ON THIS PROOF OF CLAIM AND RELEASE IS
TRUE, CORRECT, AND COMPLETE, AND THAT THE DOCUMENTS SUBMITTED
HEREWITH ARE TRUE AND CORRECT COPIES OF WHAT THEY PURPORT TO BE.
Signature of claimant

Date

Print your name here
Signature of joint claimant, if any

Date

Print your name here

If the claimant is other than an individual, or is not the person completing this form, the following also
must be provided:
Signature of person signing on behalf of claimant

Date

Print your name here
Capacity of person signing on behalf of claimant, if other than an individual, e.g., executor, president, trustee,
custodian, etc. (Must provide evidence of authority to act on behalf of claimant—see paragraph 7 on pages 4-5 of this
Proof of Claim and Release.)

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REMINDER CHECKLIST:
1.

Please sign the above release and certification. If this Proof of Claim and Release is being
made on behalf of joint claimants, then both must sign.

2.

Remember to attach only copies of acceptable supporting documentation as these
documents will not be returned to you. Do not send originals of certificates.

3.

Please do not highlight any portion of the Proof of Claim and Release or any supporting
documents.

4.

Keep copies of the completed Proof of Claim and Release and documentation for your own
records.

5.

The Claims Administrator will acknowledge receipt of your Proof of Claim and Release
by mail, within 60 days. Your claim is not deemed filed until you receive an
acknowledgement postcard.

6.

If you move, please send the Claims Administrator written notification of your new address
to the address below.
THIS PROOF OF CLAIM AND RELEASE MUST BE SUBMITTED ONLINE OR
POSTMARKED NO LATER THAN April 19, 2018, ADDRESSED AS FOLLOWS:
Mohanty v. Avid Technology, Inc.
c/o GCG
P.O. Box 10525
Dublin, OH 43017-4525
www.AvidSecuritiesSettlement.com

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