| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PARETEUM Corp [ TEUM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/30/2020 | J(1) | 350,000(2) | D | (1) | 1,041,227 | D | |||
| Common Stock | 12/30/2020 | J(1) | 300,000(3) | D | (1) | 741,227 | D | |||
| Common Stock | 12/30/2020 | J(4) | 71,057 | D | (4) | 670,170 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option | $0.55 | 12/30/2020 | J(1) | 1,069,020 | 12/30/2020 | 12/30/2025 | Common Stock | 1,069,020 | $0 | 1,069,020 | D | ||||
| Explanation of Responses: |
| 1. On December 30, 2020, Pareteum Corporation (the "Company") entered into a Director 2020 Equity Awards Cancellation Agreement (the "Agreement") with the Reporting Person. Pursuant to the terms of the Agreement, the Company and the Reporting Person agreed to rescind the awards of 350,000 shares of Company Common Stock and of 300,000 restricted shares of Company Common Stock (collectively, the "Grants"), initially granted to the Reporting Person under the Pareteum Corporation 2018 Long-Term Incentive Plan (the "Plan"). In consideration for the rescission of the Grants, the Company granted the Reporting Person the option to purchase 1,069,020 shares of Company Common Stock under the Plan. |
| 2. Represents the grant of shares of Company Common Stock on January 3, 2020, previously reported on June 12, 2020. |
| 3. Represents the Director Efforts Award grant of shares restricted of Company Common Stock on June 5, 2020, previously reported on June 12, 2020. |
| 4. As previously reported July 7, 2020, on July 3, 2020, the Company granted the Reporting Person 71,057 shares of Company Common Stock as compensation for board service in lieu of cash. Due to an administrative error, these shares were never delivered to the Reporting Person, and pursuant to the terms of the Agreement, the Company and the Reporting Person agreed to rescind the grant in exchange for a one-time cash payment. |
| /s/ Luis Jimenez-Tunon | 12/31/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
