SEC Form 4 · accession 0001209191-17-006879
Gastar Exploration Inc. · GST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Russell Porter
Officer — Chief Executive Officer & Pres · Director
Period of report
Jan 30, 2017
Accepted (ET)
Feb 1, 2017 · 7:31 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 | 112,512 | $1.66 | D | 2,276,857 | D | |
| Common StockF3 | holding | — | — | — | 150,000 | I | Trust |
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 UnitsF4,F5 | $0.00 | Jan 30, 2017 | J | 38,793 | D | — | Jan 30, 2017 | Common Stock | 38,793 | 0 | D |
| Restricted Stock UnitsF7 | $0.00 | Jan 30, 2017 | A | 372,741 | A | — | Jan 30, 2020 | Common Stock | 372,741 | 372,741 | D |
| Performance Based Rights UnitsF8,F9 | $0.00 | Jan 30, 2017 | A | 372,741 | A | — | Jan 30, 2020 | Common Stock | 372,741 | 372,741 | D |
| 2015 Performance Based UnitsF6 | $0.00 | holding | — | — | — | — | Jan 30, 2018 | Common Stock | 286,458 | 286,458 | D |
| 2016 Performance Based UnitsF6 | $0.00 | holding | — | — | — | — | Jan 30, 2019 | Common Stock | 404,412 | 404,412 | D |
Explanation of responses
- F1Shares forfeited to meet tax obligation of restricted share vesting.
- F2Includes 365,096 shares acquired on various dates pursuant to previously reported restricted share grants that will vest subject to previously disclosed vesting schedules.
- F3On July 10, 2014, the reporting person gifted 150,000 shares to his children in trusts for which the reporting person acts as the trustee as follows: The James Breckenridge Porter Trust of 2014 - 37,500 shares, The Grant Anderson Porter Trust of 2014 - 37,500 shares, The Addison Ann Porter Trust of 2014 - 37,500 shares and The Lily Madeline Porter Trust of 2014 - 37,500 shares. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for the purposes of Section 16 or for any other purpose.
- F4These 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.
- F5These performance based units ("PBUs") vest ratably over a three-year performance period as previously reported.
- F6These PBUs vest in their entirety at the end of a three-year performance period as previously reported.
- F7These 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.
- F8These 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.
- F9The number of performance based rights units reported (372,741) represents the target award. As such, the number of shares that may be issued upon vesting ranges from 0 shares to 745,482 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.