SEC Form 4/A · accession 0001144204-18-033804
PARETEUM Corp · TEUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Robert Harold Turner
Officer — See Remarks · Director
Period of report
Jun 7, 2018
Accepted (ET)
Jun 11, 2018 · 6:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001084384
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Purchase Common StockF1,F2 | $3.50 | Nov 18, 2016 | A | 300,000 | A | Nov 18, 2016 | Nov 18, 2023 | Common Stock | 300,000 | 300,000 | D |
Explanation of responses
- F1This Amendment is being filed solely for the purpose of providing updated vesting terms.
- F2The options (the "Options") were issued pursuant to the Company's Amended and Restated 2008 Long-Term Incentive Compensation Plan and shall vest and become exercisable over a period of three (3) years, with 1/4 vesting immediately, and the remaining shares vesting in three equal yearly installments. On June 6, 2018, the Issuer and Reporting Person entered into an amendment to that certain employment agreement between the parties pursuant to which the vesting terms of the Options were amended to provide further that the Options shall become fully vested and exercisable on the first trading day of the calendar quarter following a "Change of Control or Triggering Event." On June 7, 2018, a "Change of Control or Triggering Event" occurred when the Issuer tendered a binding offer to merge, or acquire all or substantially all of the assets or a controlling portion (which may be less than 50%) of the equity of another company.
Remarks
Executive Chairman (Principal Executive Officer)