SEC Form 4 · accession 0001209191-16-095065
Gastar Exploration Inc. · GST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Gerlich
Officer — Senior VP & CFO
Period of report
Jan 30, 2016
Accepted (ET)
Feb 2, 2016 · 8:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001431372
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 30, 2016 | A | 191,176 | $0.00 | A | 1,115,041 | D | |
| Common StockF3,F2 | Jan 30, 2016 | F | 40,887 | $1.19 | D | 1,074,154 | D | |
| Common StockF4,F2 | Jan 30, 2016 | M | 160,200 | $0.00 | A | 1,234,354 | D | |
| Common StockF5,F2 | Jan 30, 2016 | F | 45,646 | $1.19 | D | 1,188,708 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 Performance Based UnitsF6 | $0.00 | Jan 30, 2016 | M | 80,100 | D | — | Jan 30, 2016 | Common Stock | 80,100 | 0 | D |
| 2014 Performance Based UnitsF7,F6 | $0.00 | Jan 30, 2016 | J | 17,529 | D | — | Jan 30, 2017 | Common Stock | 17,529 | 17,528 | D |
| 2016 Performance Based UnitsF9,F10 | $0.00 | Jan 30, 2016 | A | 191,176 | A | — | Jan 30, 2019 | Common Stock | 191,176 | 191,176 | D |
| 2015 Performance Based UnitsF8 | $0.00 | holding | — | — | — | — | Jan 30, 2018 | Common Stock | 135,417 | 135,417 | D |
Explanation of responses
- F1The reported shares were acquired pursuant to a restricted share grant and will vest in three equal annual installments beginning on January 30, 2017.
- F10The number of PBUs reported (191,176) represents the target award. As such, the number of shares that may be issued upon vesting ranges from 0 shares to 382,352 shares. **As discussed in Footnote 9 above, at the end of the performance period, the participant may earn up to 200% of the target award, subject to a maximum award limitation of one million (1,000,000) shares that may be issued to any individual in a calendar year under the Gastar Exploration Inc. Long-Term Incentive Plan.
- F2Includes 298,985 shares acquired on various dates pursuant to previously reported restricted share grants that will vest subject to previously disclosed vesting schedules.
- F3Shares forfeited to meet tax obligation of restricted share vesting.
- F4Common stock acquired as a result of the 2013 performance based unit award vesting at 200% of the target award based on Gastar's share price appreciation over the performance period.
- F5Shares forfeited to meet tax obligation of performance based unit vesting.
- F6These performance based units ("PBUs") vest ratably over a three-year performance period as previously reported.
- F7These PBUs vested and forfeited as a result of the 2014 PBU award settling at 0% of the target award based on Gastar's share price depreciation over the performance period.
- F8These PBUs vest in their entirety at the end of a three-year performance period as previously reported.
- F9These PBUs vest in their entirety at the end of the three-year performance period with settlement in common stock between 0% and 200% (**subject to limitations discussed in Footnote 10 below) of the target award based on Gastar's share price appreciation over a three-year performance period relative to a peer index. Share price appreciation is measured generally as the change in market value of common stock during the performance period. The PBUs have no voting rights but provide for dividend equivalents to be paid upon vesting.