SEC Form 4 · accession 0001209191-17-006876
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, 2017
Accepted (ET)
Feb 1, 2017 · 7:23 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, 2017 | F | 53,975 | $1.66 | D | 1,134,733 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 Performance Based UnitsF3,F4 | $0.00 | Jan 30, 2017 | J | 17,528 | D | — | Jan 30, 2017 | Common Stock | 17,528 | 0 | D |
| Restricted Stock UnitsF6 | $0.00 | Jan 30, 2017 | A | 171,310 | A | — | Jan 30, 2020 | Common Stock | 171,310 | 171,310 | D |
| Performance Based Rights UnitsF7,F8 | $0.00 | Jan 30, 2017 | A | 171,310 | A | — | Jan 30, 2020 | Common Stock | 171,310 | 171,310 | D |
| 2015 Performance Based UnitsF5 | $0.00 | holding | — | — | — | — | Jan 30, 2018 | Common Stock | 135,417 | 135,417 | D |
| 2016 Performance Based UnitsF5 | $0.00 | holding | — | — | — | — | Jan 30, 2019 | Common Stock | 191,176 | 191,176 | D |
Explanation of responses
- F1Shares forfeited to meet tax obligation of restricted share vesting.
- F2Includes 172,592 shares acquired on various dates pursuant to previously reported restricted share grants that will vest subject to previously disclosed vesting schedules.
- F3These 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.
- F4These performance based units ("PBUs") vest ratably over a three-year performance period as previously reported.
- F5These PBUs vest in their entirety at the end of a three-year performance period as previously reported.
- F6These restricted stock units were granted in place of restricted common stock. At an undetermined date in the future, these restricted stock units, at the approval of the shareholders of additional shares to the Long-Term Incentive Plan, will be converted to restricted common stock that will vest in three equal annual installments beginning on January 30, 2018.
- F7These performance based rights units were granted in place of performance based units. At an undetermined date in the future, these performance based rights units, at the approval of the shareholders of additional shares to the Long-Term Incentive Plan, will be converted to performance based units that will vest in their entirety at the end of a three-year performance period with settlement in common stock between 0% and 200% (subject to limitations discussed 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 performance based rights units have no voting rights.Should shareholder approval not occur, the Company will be obligated to settle the performance based rights units in cash at an amount equal to the fair value of a common share at vesting.
- F8The number of performance based rights units reported (171,310) represents the target award for performance based units. As such, the number of shares that may be issued upon vesting ranges from 0 shares to 342,620 shares. **As discussed 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.