SEC Form 4 · accession 0001209191-18-006384
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, 2018
Accepted (ET)
Feb 1, 2018 · 11:59 am 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, 2018 | F | 68,952 | $1.12 | D | 2,437,091 | D | |
| Common StockF3,F2 | Jan 30, 2018 | A | 177,734 | $0.00 | A | 2,614,825 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 Performance Based UnitsF4,F5 | $0.00 | Jan 30, 2018 | J | 135,417 | D | — | Jan 30, 2018 | Common Stock | 135,417 | 0 | D |
| 2018 Performance Based UnitsF6,F7 | $0.00 | Jan 30, 2018 | A | 177,734 | A | — | Jan 30, 2021 | Common Stock | 177,734 | 177,734 | D |
| 2016 Performance Based UnitsF5 | $0.00 | holding | — | — | — | — | Jan 30, 2019 | Common Stock | 191,176 | 191,176 | D |
| 2017 Performance Based UnitsF5 | $0.00 | holding | — | — | — | — | Jan 30, 2020 | Common Stock | 171,310 | 171,310 | D |
Explanation of responses
- F1Shares forfeited to meet tax obligation of restricted share vesting.
- F2Includes 1,377,934 shares acquired on various dates pursuant to previously reported restricted share grants that will vest subject to previously disclosed vesting schedules.
- F3The reported shares were acquired pursuant to a restricted share grant and will vest in three equal annual installments beginning on January 30, 2019.
- F4These PBUs vested and forfeited as a result of the 2015 PBU award settling at 0% of the target award based on Gastar's share price depreciation over the performance period.
- F5These PBUs vest in their entirety at the end of a three-year performance period as previously reported.
- F6These 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 7 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.
- F7The number of PBUs reported (177,734) represents the target award. As such, the number of shares that may be issued upon vesting ranges from 0 shares to 355,468 shares. **As discussed in Footnote 6 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.