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/ [ TELL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2021 | ||||||||||||||||||||||||||
| 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 | 04/05/2021 | M | 16,377 | A | (1) | 728,695 | D | |||
| Common Stock | 04/05/2021 | F | 4,864 | D | $2.49 | 723,831 | 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 | ||||||||
| Restricted Stock Units | (1) | 04/01/2021 | M | 19,973 | (2) | (3)(4) | Common Stock | 19,973 | $0.00 | 79,892 | D | ||||
| Explanation of Responses: |
| 1. As reported in the Reporting Person's Form 4 filed on August 6, 2020, each restricted stock unit represents a contingent right to receive on or within thirty days after vesting one share of common stock of Tellurian Inc. ("Tellurian" or the "Issuer"), cash of equal value, or a combination of both. |
| 2. On August 4, 2020, the Reporting Person was granted 239,669 restricted stock units which, subject to the Reporting Person's continued employment or other service to Tellurian and its subsidiaries through the applicable vesting dates, vest as follows: 19,972 units on each of September 1, 2020, October 1, 2020, November 1, 2020, December 1, 2020, January 1, 2021, February 1, 2021, and March 1, 2021 and 19,973 units on each of April 1, 2021, May 1, 2021, June 1, 2021, July 1, 2021, and August 1, 2021. |
| 3. Subject to certain exceptions set forth in the Reporting Person's restricted stock unit agreement pursuant to the Amended and Restated Tellurian Inc. 2016 Omnibus Incentive Compensation Plan (as amended and restated from time to time, the "2016 Tellurian Plan"), if the Reporting Person experiences a Termination of Service (as defined in the 2016 Tellurian Plan) for any reason, then the Reporting Person must forfeit to the Issuer, without compensation, any restricted stock units that are unvested as of the date of such Termination of Service; provided, however, that in the event the Reporting Person experiences a Termination of Service due to his death or Disability (as defined in the 2016 Tellurian Plan) or by the Issuer without Cause (as defined in the Reporting Person's restricted stock unit agreement), |
| 4. (Continued from footnote 3) all restricted stock units that are unvested as of the date of such Termination of Service must remain outstanding and be subject to vesting as if the Reporting Person has not experienced a Termination of Service, subject to certain conditions set forth in the Reporting Person's restricted stock unit agreement. |
| /s/ Daniel Belhumeur under Power of Attorney by Khaled Sharafeldin | 04/05/2021 | |
| ** 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. | ||