| 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)
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2. Issuer Name and Ticker or Trading Symbol
Gastar Exploration Inc. [ GST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2017 | ||||||||||||||||||||||||||
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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 | 01/30/2017 | F | 53,975(1) | D | $1.66 | 1,134,733(2) | D | |||
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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 | ||||||||
| 2014 Performance Based Units | $0.00 | 01/30/2017 | J | 17,528(3) | (4) | 01/30/2017 | Common Stock | 17,528 | $0.00 | 0 | D | ||||
| 2015 Performance Based Units | $0.00 | (5) | 01/30/2018 | Common Stock | 135,417 | 135,417 | D | ||||||||
| 2016 Performance Based Units | $0.00 | (5) | 01/30/2019 | Common Stock | 191,176 | 191,176 | D | ||||||||
| Restricted Stock Units | $0.00 | 01/30/2017 | A | 171,310 | (6) | 01/30/2020 | Common Stock | 171,310 | $0.00 | 171,310 | D | ||||
| Performance Based Rights Units | $0.00 | 01/30/2017 | A | 171,310 | (7) | 01/30/2020 | Common Stock | 171,310(8) | $0.00 | 171,310 | D | ||||
| Explanation of Responses: |
| 1. Shares forfeited to meet tax obligation of restricted share vesting. |
| 2. Includes 172,592 shares acquired on various dates pursuant to previously reported restricted share grants that will vest subject to previously disclosed vesting schedules. |
| 3. 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. |
| 4. These performance based units ("PBUs") vest ratably over a three-year performance period as previously reported. |
| 5. These PBUs vest in their entirety at the end of a three-year performance period as previously reported. |
| 6. 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. |
| 7. 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. |
| 8. The number of performance based rights units reported (171,310) represents the target award for performance based units. As such, the number of shares that may be issued upon vesting ranges from 0 shares to 342,620 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. |
| Remarks: |
| /s/ Michael A. Gerlich | 02/01/2017 | |
| ** 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. | ||