SEC Form 4 · accession 0001567619-18-005186
GULF ISLAND FABRICATION INC · GIFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert M Averick
Director
Period of report
Nov 3, 2018
Accepted (ET)
Nov 6, 2018 · 5:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001031623
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 1,500,000 | I | See footnote 2 below |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Nov 3, 2018 | A | 1,875 | A | — | — | Common Stock | 1,875 | 1,875 | D |
Explanation of responses
- F1Piton Capital Partners LLC, a Delaware limited liability company ("Piton") and family client of Kokino LLC ("Kokino"), also reports beneficial ownership of the Issuer's common stock pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended, pursuant to a Schedule 13D filed by Piton with the SEC on March 22, 2018, as amended on April 6, 2018, April 25, 2018 and November 6, 2018.
- F2Indicates 1,500,000 shares of the Issuer's common stock ("Shares") beneficially owned by Piton. Piton's managing member is Piton Capital Management LLC ("PCM"). PCM's managing member is Kokino, and Kokino is Piton's trading manager. Mr. Averick manages Piton's investment in the Issuer as Kokino's Portfolio Manager. Mr. Averick holds an economic interest in Piton (which interest may be held directly and, from time to time, indirectly through PCM). Also, Mr. Averick's incentive compensation as an employee of Kokino, which is calculated in Kokino's discretion, may be based, among other things, on the performance of Shares held by Piton. Such compensation may be paid in cash and/or by way of increasing Mr. Averick's minority interest in Piton (either directly or indirectly through PCM).
- F3Restricted stock units ("RSUs") were granted to Mr. Averick upon his election to the Issuer's board of directors on November 3, 2018. The RSUs give Mr. Averick the right to receive cash equal to the closing sale price per share of common stock on the vesting date times the number of shares underlying the RSUs.
- F4The RSUs will vest in full on May 3, 2019 provided that Mr. Averick is serving on the Issuer's board of directors at that time.