SEC Form 4
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 TELLURIAN INC. /DE/ [ MPET ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/10/2017 | ||||||||||||||||||||||||||
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 | 02/10/2017 | A | 800,000(1) | A | $0 | 878,051 | D | |||
Common Stock | 02/10/2017 | D | 62,500(2) | D | $0 | 815,551 | 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 | ||||||||
Employee Stock Option (right to buy) | $14.72 | 02/10/2017 | D | 50,000 | (3) | 08/02/2020 | Common Stock | 50,000 | (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $8.8 | 02/10/2017 | D | 75,000 | (5) | 11/30/2021 | Common Stock | 75,000 | (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $8.24 | 02/10/2017 | D | 103,123 | (6) | 10/15/2023 | Common Stock | 103,123 | (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $14.4 | 02/10/2017 | D | 31,250 | 08/01/2016 | 10/31/2024 | Common Stock | 31,250 | (4) | 0 | D |
Explanation of Responses: |
1. On February 10, 2017, pursuant to his employment agreement with Tellurian Services LLC, an indirect subsidiary of the issuer, dated as of February 9, 2017 (the "Employment Agreement"), the reporting person was granted 800,000 shares of restricted common stock. The restricted common stock award consists of (i) 150,000 shares that vest in equal quarterly installments over an 18-month period starting on the grant date, subject to continued employment through each applicable vesting date and (ii) 650,000 shares that vest upon the affirmative investment decision by the board of directors of the issuer. |
2. On February 10, 2017, the reporting person forfeited 62,500 shares of common stock pursuant to the Employment Agreement. |
3. These stock options vested equally over three years beginning on August 2, 2011 through August 2, 2013 |
4. On February 10, 2017, pursuant to the Employment Agreement, the reporting person forfeited these vested stock options and the 62,500 shares of restricted common stock referenced in footnote (2) above in exchange for the 800,000 shares of restricted common stock referenced in footnote (1) above. |
5. 50,000 of these stock option vested equally over two years beginning on November 11, 2012 through November 11, 2013. The remaining 25,000 stock options vested on March 31, 2014. |
6. 25,780 of these stock options vested on March 31, 2014. The remaining 77,343 shares vested on August 1, 2016. |
Remarks: |
/S/ Antoine Lafargue | 02/14/2017 | |
** 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. |