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) 04/06/2020 | 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) |
Common Stock, par value $.0001 per share | 325,000 | D(1)(2)(3) |
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 |
Explanation of Responses: |
1. 225,000 shares represent restricted stock granted on April 6, 2020, the date of the reporting person's appointment as Chief Financial Officer. Twenty-five percent (25%) of this restricted stock will vest on April 6, 2021, and the remainder will vest in equal quarterly installments beginning on July 6, 2021. |
2. 60,000 shares represent a grant of restricted stock on April 6, 2020 pursuant to the GTT Communications, Inc. 2018 Stock Option and Incentive Plan and subject to performance vesting. In the event that a closing and funding of the sale of the GTT Infrastructure Division occurs on a date no later than December 31, 2021, the shares will vest in eight equal quarterly installments over a period of two years following such date. |
3. 40,000 shares represent a grant of restricted stock on April 6, 2020 pursuant to the GTT Communications, Inc. 2018 Stock Option and Incentive Plan and subject to performance vesting. In the event that GTT Communications, Inc. achieves a long-term target of 4X "Total Leverage" or better on a quarterly reported basis by December 31, 2023, the shares will vest in four equal quarterly installments over a period of one year, provided GTT Communications, Inc. maintains at least 4X "Total Leverage" on each such vesting date. Total Leverage is defined as (Total Debt less Cash) divided by Annualized Adjusted EBITDA. |
Remarks: |
/s/ Steven Berns | 04/15/2020 | |
** 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 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. |