SEC Form 4 · accession 0001127602-19-002820
TEAM INC · TISI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Amerino Gatti
Officer — CEO · Director
Period of report
Jan 24, 2019
Accepted (ET)
Jan 28, 2019 · 3:54 pm EST
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 | Jan 24, 2019 | M | 52,325 | $0.00 | A | 52,325 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF1,F2 | — | Jan 24, 2019 | M | 52,325 | D | — | — | Common Stock | 52,325 | 297,675 | D |
| Performance Stock UnitsF3,F2 | — | Jan 24, 2019 | F | 17,675 | D | — | — | Common Stock | 17,675 | 280,000 | D |
Explanation of responses
- F1Performance stock units convert into common stock on a one-for-one basis.
- F2On January 24, 2018, the reporting person entered into a Performance Unit Award Agreement pursuant to which the reporting person was granted performance stock units ("PSU") covering 350,000 shares of Company common stock (the "Common Stock"). Each PSU represents a contingent right to receive one share of Common Stock. The PSUs vests in five equal installments based on the date on which each Common Stock price milestone specified in the Performance Unit Award Agreement is achieved during the performance period beginning January 24, 2018 and ending January 24, 2023 (or, if later, January 24, 2019, subject to continued employment through the applicable vesting date). The Common Stock price milestone for the vesting of the first twenty percent (20%) installment (the "Initial Installment") was met on May 31, 2018, however, pursuant to the Performance Unit Award Agreement, the Initial Installment does not vest until the first anniversary of the grant date, subject to the reporting person's continued employment through such anniversary date. The performance, time and employment criteria for the Initial Installment were met on January 24, 2019, resulting in the vesting of the award as to 70,000 shares of Common Stock.
- F3Represents the portion of Stock Units withheld for income taxes prior to settlement in Common Stock.