SEC Form 4 · accession 0001431372-15-000027
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, 2015
Accepted (ET)
Feb 3, 2015 · 9:53 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, 2015 | A | 286,458 | $0.00 | A | 1,863,312 | D | |
| Common StockF3,F2 | Jan 30, 2015 | F | 88,094 | $2.40 | D | 1,775,218 | D | |
| Common StockF4,F2 | Jan 30, 2015 | M | 254,656 | $0.00 | A | 2,029,874 | D | |
| Common StockF5,F2 | Jan 30, 2015 | F | 78,744 | $2.40 | D | 1,951,130 | 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 UnitsF6 | $0.00 | Jan 30, 2015 | M | 127,328 | D | — | Jan 30, 2016 | Common Stock | 127,328 | 127,328 | D |
| Performance Based UnitsF7,F8 | $0.00 | Jan 30, 2015 | J | 38,793 | D | — | Jan 30, 2017 | Common Stock | 38,793 | 77,586 | D |
| Performance Based UnitsF8,F9 | $0.00 | Jan 30, 2015 | A | 286,458 | A | — | Jan 30, 2018 | Common Stock | 286,458 | 286,458 | 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, 2016.
- F2Includes 852,540 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 and settling 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 and 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 the three year performance period, with settlement in common stock between 0% and 200% (**subject to limitations discussed in Footnote 8 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.
- F9The number of PBUs reported (286,458) represents the target award. As such, the number of shares that may be issued upon vesting ranges from 0 shares to 572,916 shares. **As discussed in Footnote 7 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.