SEC Form 4 · accession 0001127602-15-026327
TEAM INC · TISI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey L Ott
Officer — President, Quest Integrity Grp
Period of report
Aug 31, 2015
Accepted (ET)
Sep 1, 2015 · 1:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000318833
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 31, 2015 | J | 296,080 | $0.00 | A | 300,030 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | holding | — | — | — | — | Oct 15, 2024 | Common Stock | 5,222 | 5,222 | D |
| Restricted Stock UnitsF2,F4 | — | holding | — | — | — | — | Oct 15, 2023 | Common Stock | 3,813 | 3,813 | D |
| Restricted Stock UnitsF2,F5 | — | holding | — | — | — | — | Oct 15, 2022 | Common Stock | 457 | 457 | D |
| Restricted Stock UnitsF2,F6 | — | holding | — | — | — | — | Oct 14, 2021 | Common Stock | 249 | 249 | D |
Explanation of responses
- F1On November 2, 2010, as partial consideration for their respective Membership Interests in Quest Integrity Group, LLC ("Quest Integrity"), the Class B Stockholders of TQ Acquisition, Inc. ("TQA"), including the Reporting Person, received Class B common stock of TQA (the "Class B Stock") and entered into a Put/Call Option Agreement with the Issuer, which provides for the issuance of restricted shares of the Issuer's common stock in the event either the Issuer calls the Class B Stock for redemption or the Class B Stockholders put the Class B Stock to the Issuer for purchase. On June 2, 2015, the Issuer called the Class B Stock for redemption. The exercise price was determined pursuant to the terms of the Put-Call Agreement, as disclosed in the Issuer's Form 8-K filed with the SEC on November 3, 2010.
- F2Stock Units convert on a 1-for-1 basis into shares of Team Common Stock.
- F3Stock Units vest 25% on 11/4/2015, 10/15/2016, 10/15/2017 and 10/15/2018, unless earlier terminated in accordance with the Plan. Stock Units will automatically be converted into shares of Common Stock in accordance with the repective vesting schedule.
- F4Stock Units vest 25% on 10/15/2014, 10/15/2015, 10/15/2016 and 10/15/2017, unless earlier terminated in accordance with the Plan. Stock Units will automatically be converted into shares of Common Stock in accordance with the respective vesting schedule.
- F5Stock Units vest 25% on 10/15/2013, 10/15/2014, 10/15/2015 and 10/15/2016, unless earlier terminated in accordance with the Plan. Stock Units will automatically be converted into shares of Common Stock in accordance with the respective vesting schedule.
- F6Stock Units vest 25% on 10/15/2012, 10/15/2013, 10/15/2014 and 10/15/2015, unless earlier terminated in accordance with the Plan. Stock Units will automatically be converted into shares of Common Stock in accordance with the respective vesting schedule.