SEC Form 4 · accession 0001580695-18-000195

Vertex Energy Inc. · VTNR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Benjamin P Cowart

Officer — CEO and President · Director · 10% Owner

Period of report

Mar 31, 2018

Accepted (ET)

Apr 16, 2018 · 7:33 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000890447

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Mar 31, 2018	G	82,558	$0.00	D	2,064,606	D
Common Stock	holding	—	—		—	187,274	I	Through The Benjamin Paul Cowart 2015 Grantor Retained Annuity Trust
Common Stock	holding	—	—		—	244,299	I	Through The Shelley T. Cowart 2016 Grantor Retained Annuity Trust
Common Stock	holding	—	—		—	4,796,761	I	Through B&S Cowart II Family LP
Common Stock	holding	—	—		—	7,500	I	Through Vertex Holdings, Inc.
Common Stock	holding	—	—		—	100,765	I	Through VTX Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B1 Preferred Stock^F1,F2,F3	$1.56	Mar 31, 2018	J	813	A	Mar 31, 2018	—	Common Stock	813	36,929	I
Option to Purchase Common Stock^F4	$1.26	Apr 12, 2018	A	41,500	A	Apr 12, 2019	Apr 12, 2023	Common Stock	41,500	41,500	D
Option to Purchase Common Stock^F4	$1.26	Apr 12, 2018	A	41,500	A	Apr 12, 2020	Apr 12, 2023	Common Stock	41,500	41,500	D
Option to Purchase Common Stock^F4	$1.26	Apr 12, 2018	A	41,500	A	Apr 12, 2021	Apr 12, 2023	Common Stock	41,500	41,500	D
Option to Purchase Common Stock^F4	$1.26	Apr 12, 2018	A	41,500	A	Apr 12, 2022	Apr 12, 2023	Common Stock	41,500	41,500	D

Explanation of responses

F1B&S Cowart II Family LP, which is beneficially owned by Mr. Cowart, was issued 813 shares of Series B1 Preferred Stock in-kind effective on March 31, 2018, in lieu of $1,269 of dividends which accrued on Series B1 Preferred Stock shares held by B&S Cowart II Family LP. The terms of the Series B1 Preferred Stock are described in greater detail in the Current Report filed by the Issuer on May 13, 2016.
F2The Series B1 Preferred Stock (including accrued and unpaid dividends) is convertible into shares of the Issuer's common stock at the holder's option at any time at the Unit Price (initially a one-for-one basis). If the Issuer's common stock trades at or above $3.90 per share (250% of the Unit Price) for a period of 20 consecutive trading days at any time following the earlier of (a) the effective date of a resale registration statement the Issuer is required to file to register the underlying shares of common stock, or (b) November 13, 2016, the Issuer may at such time force conversion of the Series B1 Preferred Stock (including accrued and unpaid dividends) into common stock of the Issuer.
F3The Series B1 Preferred Stock has no expiration date; however, the Issuer has the option to redeem the Series B1 Preferred Stock at 110% of the Unit Price ($1.56) plus any accrued and unpaid dividends on such Series B1 Preferred Stock redeemed, at any time beginning on June 20, 2017 and the Issuer is required to redeem the Series B1 Preferred Stock at the Unit Price plus any accrued and unpaid dividends on June 24, 2020. Notwithstanding either of the foregoing, the Series B1 Preferred Stock may not be redeemed unless and until amounts outstanding under the Issuer's senior credit facility have been paid in full.
F4On April 12, 2018, the Issuer's Board of Directors approved the grant of options to purchase 166,000 shares of common stock to the Reporting Person in consideration for services rendered and to be rendered to the Issuer, which options were granted pursuant to the Amended and Restated 2013 Stock Incentive Plan of the Issuer, which issuance was exempt from Section 16(b) pursuant to Rule 16b-3(d).