SEC Form 4 · accession 0001209191-17-043685
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
Jun 30, 2017
Accepted (ET)
Jul 5, 2017 · 6:34 pm EDT
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 | Jun 30, 2017 | M | 372,741 | $0.00 | A | 2,649,958 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Based Rights UnitsF3 | — | Jun 30, 2017 | M | 372,741 | D | — | — | Common Stock | 372,741 | 0 | D |
| 2017 Performance Based UnitsF3,F4 | — | Jun 30, 2017 | M | 372,741 | A | — | — | Common Stock | 372,741 | 372,741 | D |
| Restricted Stock UnitsF3 | — | Jun 30, 2017 | M | 372,741 | D | — | — | Common Stock | 372,741 | 0 | D |
Explanation of responses
- F1Represents 372,741 restricted shares of common stock acquired in connection with shareholder approval of the Second Amendment to the Amended and Restated Gastar Exploration Inc. Long-Term Incentive Plan (the "Plan") which resulted in the conversion of previously granted restricted stock units ("RSUs") into restricted shares of common stock on June 30, 2017. The restricted shares will continue vesting on the same vesting schedules as the previously granted RSUs in three substantially equal installments on each anniversary of January 30, 2017.
- F2Includes 737,837 shares acquired on various dates pursuant to previously reported restricted share grants that will vest subject to previously disclosed vesting schedules.
- F3Not applicable.
- F4Represents 372,741 performance-based units ("PBUs") acquired in connection with shareholder approval of the Plan which resulted in the conversion of previously granted performance-based rights units into PBUs on June 30, 2017. The PBUs vest in their entirety at the end of a three-year performance period with settlement in common stock between 0% and 200% (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 Plan) of the target award based on the Gastar Exploration Inc.'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.