SEC FORM 4

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^*

Porter J Russell

(Last)

(First)

(Middle)

1331 LAMAR, SUITE 650

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Gastar Exploration Inc. [ GST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer & Pres

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2017		M		372,741⁽¹⁾	A	$0.00	2,649,958⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Based Rights Units	⁽³⁾	06/30/2017	⁽³⁾	M			372,741	⁽³⁾	⁽³⁾	Common Stock	372,741	$0.00	0	D
2017 Performance Based Units	⁽³⁾	06/30/2017	⁽³⁾	M		372,741⁽⁴⁾		⁽³⁾	⁽³⁾	Common Stock	372,741	$0.00	372,741	D
Restricted Stock Units	⁽³⁾	06/30/2017	⁽³⁾	M			372,741	⁽³⁾	⁽³⁾	Common Stock	372,741	$0.00	0	D

Explanation of Responses:

1. Represents 372,741 restricted shares of common stock acquired in connection with shareholder approval of the Second Amendment to the Amended and Restated Gastar Exploration Inc. Long-Term Incentive Plan (the "Plan") which resulted in the conversion of previously granted restricted stock units ("RSUs") into restricted shares of common stock on June 30, 2017. The restricted shares will continue vesting on the same vesting schedules as the previously granted RSUs in three substantially equal installments on each anniversary of January 30, 2017.

2. Includes 737,837 shares acquired on various dates pursuant to previously reported restricted share grants that will vest subject to previously disclosed vesting schedules.

3. Not applicable.

4. Represents 372,741 performance-based units ("PBUs") acquired in connection with shareholder approval of the Plan which resulted in the conversion of previously granted performance-based rights units into PBUs on June 30, 2017. The PBUs vest in their entirety at the end of a three-year performance period with settlement in common stock between 0% and 200% (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 Plan) of the target award based on the Gastar Exploration Inc.'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.

Remarks:

	/s/ J. Russell Porter, by Michael A. Gerlich as Attorney in Fact	07/05/2017
	** 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).
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