SEC Form 4 · accession 0001315255-18-000176
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 7, 2018
Accepted (ET)
Nov 9, 2018 · 3:48 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 share | Nov 7, 2018 | A | 140,000 | $0.00 | A | 1,327,908 | D | |
| Common Stock, par value $.0001 per share | holding | — | — | — | 495,481 | I | By Rick Calder LLC Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Performance grant of 140,000 shares consists of six different financial targets: (1) 21,000 shares will begin vesting once the Company achieves $2.5 billion in annualized revenue (3) 21,000 shares will begin vesting upon achievement of $725 million in annualized Adjusted EBITDA (5) 28,000 shares will begin vesting upon achievement of $2.50 of annualized Adjusted Free Cash Flow per Share and. Upon achievement of financial target (1), (3) and (5) the applicable shares will vest quarterly (in equal amounts) over a 2 year period, provided the performance metric is maintained for each quarterly vest.
- F2(2) 21,000 shares will begin vesting upon achievement of $3 billion in annualized revenue (4) 21,000 shares will begin vesting upon achievement of $900 million in annualized Adjusted EBITDA (6) 28,000 shares will begin vesting upon achievement of $5.00 of annualized Adjusted Free Cash Flow per Share. Upon achievement of financial target (2), (4) and (6) the applicable shares will vest quarterly (in equal amounts) over a 1 year period, provided the performance metric is maintained for each quarterly vest.
- F3For any performance metrics not achieved by the end of 2021, those specific performance grant portions will expire and those shares are forfeited; time vesting after achieving performance metrics may extend beyond the end of 2021.