SEC Form 4 · accession 0001315255-15-000063
GTT Communications, Inc. · GTT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Calder
Officer — President and CEO · Director
Period of report
Nov 1, 2015
Accepted (ET)
Nov 6, 2015 · 3:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001315255
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.0001 per shareF1 | Nov 1, 2015 | A | 200,000 | $0.00 | A | 1,859,075 | D | |
| Common Stock, par value $.0001 per share | Nov 4, 2015 | M | 1,875 | $3.30 | A | 1,859,075 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (Right to Buy)F2 | $3.30 | Nov 4, 2015 | M | 1,875 | A | — | Apr 4, 2023 | Common Stock, par value $.0001 per share | 1,875 | 1,875 | D |
Explanation of responses
- F1The Performance grant of 200,000 shares consists of four different financial targets: (1) 50,000 shares will begin vesting once the Company achieves $700 million in annualized revenue (2) 50,000 shares will begin vesting upon achievement of $1 billion in annualized revenue (3) 50,000 shares will begin vesting upon achievement of $168 million in annualized Adjusted EBITDA and (4) 50,000 shares will begin vesting upon achievement of $250 million in annualized Adjusted EBITDA. Upon achievement of financial target (1) and (3) the applicable shares will vest quarterly (in equal amounts) over a 2 year period. Upon achievement of financial target (2) and (4) the applicable shares will vest quarterly (in equal amounts) over a 1 year period. For any performance metrics not achieved within 5 years of grant date, those specific performance grant portions will expire and those shares are forfeited; time vesting after achieving performance metrics may extend beyond 5 years.
- F2(3) The option vests over four years. Twenty-five percent (25%) of the option vests on April 4, 2014, and the remainder vests in equal quarterly installments beginning on July 4, 2014.