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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2014 Performance Based Units | $ 0 | 01/30/2017 | J | 38,793 (4) | (5) | 01/30/2017 | Common Stock | 38,793 | $ 0 | 0 | D | ||||
| 2015 Performance Based Units | $ 0 | (6) | 01/30/2018 | Common Stock | 286,458 | 286,458 | D | ||||||||
| 2016 Performance Based Units | $ 0 | (6) | 01/30/2019 | Common Stock | 404,412 | 404,412 | D | ||||||||
| Restricted Stock Units | $ 0 | 01/30/2017 | A | 372,741 | (7) | 01/30/2020 | Common Stock | 372,741 | $ 0 | 372,741 | D | ||||
| Performance Based Rights Units | $ 0 | 01/30/2017 | A | 372,741 | (8) | 01/30/2020 | Common Stock | 372,741 (9) | $ 0 | 372,741 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Porter J Russell 1331 LAMAR, SUITE 650 HOUSTON, TX 77010 |
X | Chief Executive Officer & Pres | ||
| /s/ J. Russell Porter, by Michael A. Gerlich as Attorney in Fact | 02/01/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares forfeited to meet tax obligation of restricted share vesting. |
| (2) | Includes 365,096 shares acquired on various dates pursuant to previously reported restricted share grants that will vest subject to previously disclosed vesting schedules. |
| (3) | On July 10, 2014, the reporting person gifted 150,000 shares to his children in trusts for which the reporting person acts as the trustee as follows: The James Breckenridge Porter Trust of 2014 - 37,500 shares, The Grant Anderson Porter Trust of 2014 - 37,500 shares, The Addison Ann Porter Trust of 2014 - 37,500 shares and The Lily Madeline Porter Trust of 2014 - 37,500 shares. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for the purposes of Section 16 or for any other purpose. |
| (4) | These PBUs vested and forfeited as a result of the 2014 PBU award settling at 0% of the target award based on Gastar's share price depreciation over the performance period. |
| (5) | These performance based units ("PBUs") vest ratably over a three-year performance period as previously reported. |
| (6) | These PBUs vest in their entirety at the end of a three-year performance period as previously reported. |
| (7) | These restricted stock units were granted in place of restricted common stock. At an undetermined date in the future, these restricted stock units, at the approval of the shareholders of additional shares to the Long-Term Incentive Plan, will be converted to restricted common stock that will vest in three equal annual installments beginning on January 30, 2018. |
| (8) | These performance based rights units were granted in place of performance based units. At an undetermined date in the future, these performance based rights units, at the approval of the shareholders of additional shares to the Long-Term Incentive Plan, will be converted to performance based units that will vest in their entirety at the end of a three-year performance period with settlement in common stock between 0% and 200% (subject to limitations discussed below) of the target award based on Gastar's share price appreciation over a three-year performance period relative to a peer index. Share price appreciation is measured generally as the change in market value of common stock during the performance period. The performance based rights units have no voting rights. Should shareholder approval not occur, the Company will be obligated to settle the performance based rights units in cash at an amount equal to the fair value of a common share at vesting. |
| (9) | The number of performance based rights units reported (372,741) represents the target award. As such, the number of shares that may be issued upon vesting ranges from 0 shares to 745,482 shares. **As discussed above, at the end of the performance period, the participant may earn up to 200% of the target award, subject to a maximum award limitation of one million (1,000,000) shares that may be issued to any individual in a calendar year under the Gastar Exploration Inc. Long-Term Incentive Plan. |