SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/13/2015 | 3. Issuer Name and Ticker or Trading Symbol GTT Communications, Inc. [ GTT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock Grant | (1) | 04/13/2025 | Restricted Stock | 20,000 | 18.47 | D | |
Incentive Stock Option (Right to Buy) | (2) | 04/13/2025 | Common Stock | 5,414 | 18.47 | D | |
Non-Qualified Stock Option (Right to Buy) | (2) | 04/13/2025 | Common Stock | 14,586 | 18.47 | D | |
Performance Grant | (3) | 04/13/2025 | Restricted Stock | 40,000 | 18.47 | D |
Explanation of Responses: |
1. The Restricted Stock Grant vests 25% on the first anniversary of the date of the grant and the remainder vests 6.25% every quarter thereafter for 12 quarters. |
2. The Stock Options vest 25% on the first anniversary of the date of the grant and the remainder vests 6.25% every quarter thereafter for 12 quarters. |
3. 20,000 Performance Grant shares will begin vesting once Company achieves a $400 million Revenue run-rate and 20,000 Performance Grant shares will begin vesting when the Company achieves a $100 million Adj EBITDA run-rate. The vesting time period will be 8 quarters (8 equal vests each quarter) beginning when Company hits the first of the two performance targets ($400 million revenue or $100 million Adj EBITDA) and 4 quarters (4 equal vests each quarter) beginning when Company hits the second of the two performance targets ($400 million revenue or $100 million Adj EBITDA). |
Remarks: |
/s/ Michael Sicoli | 04/23/2015 | |
** 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 5 (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. |