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 FTS International, Inc. [ FTSI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/07/2021 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 10/07/2021 | M | 1,588(1) | A | $0 | 2,066 | D | |||
Class A Common Stock | 10/07/2021 | F | 380 | D | $25.33 | 1,686 | 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 | ||||||||
Performance Stock Units | (1) | 10/07/2021 | A | 6,352 | (1) | (1) | Class A Common Stock | 6,352 | $0 | 6,352 | D | ||||
Performance Stock Units | (1) | 10/07/2021 | M | 1,588(2) | (1) | (1) | Class A Common Stock | 1,588 | $0 | 4,764 | D | ||||
Restricted Stock Units | (3) | 10/07/2021 | A | 3,738 | (3) | (3) | Class A Common Stock | 3,738 | $0 | 3,738 | D |
Explanation of Responses: |
1. Performance stock units convert into Class A Common Stock on a one-for-one basis. The performance stock units vest in 25% and 75%, respectively, based on either (i) the achievement of a volume-weighted average price per share of the Company's Class A Common Stock over 90 consecutive trading days or (ii) the occurrence of a Change in Control (as defined in the 2020 Equity and Incentive Compensation Plan), in each case, implying an aggregate equity market capitalization for the Company as set forth in the performance stock unit agreement. If the performance metric is not met by the seventh anniversary of the date of grant, the performance stock units will be forfeited. |
2. The first performance threshold was determined to have been achieved and 25% of the performance stock units vested and were converted into Cass A Common Stock on October 7, 2021. |
3. Each Restricted Stock Unit converts into Class A Common Stock on a one-for-one basis. On October 7, 2021, the reporting person was granted restricted stock units which will fully vest on the first anniversary of the date of grant. |
/s/ Jared Vitemb | 10/12/2021 | |
** 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. |