| 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
Vertex Energy Inc. [ VTNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2023 | ||||||||||||||||||||||||||
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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 | 03/16/2023 | M(1) | 60,000 | A | $1.26 | 126,913 | D | |||
| Common Stock | 03/16/2023 | F(1) | 9,193 | D | $8.22 | 117,720 | D | |||
| Common Stock | 03/16/2023 | M(2) | 45,000 | A | $1.45 | 162,720 | D | |||
| Common Stock | 03/16/2023 | F(2) | 7,934 | D | $8.22 | 154,786 | D | |||
| Common Stock | 03/16/2023 | M(3) | 15,000 | A | $1.92 | 169,786 | D | |||
| Common Stock | 03/16/2023 | F(3) | 3,502 | D | $8.22 | 166,284 | 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 | ||||||||
| Option to Purchase Common Stock | $1.26 | 03/16/2023 | M | 60,000 | (4) | 12/13/2026 | Common Stock | 60,000 | $0 | 0 | D | ||||
| Option to Purchase Common Stock | $1.45 | 03/16/2023 | M | 45,000 | (5) | 05/20/2029 | Common Stock | 45,000 | $0 | 15,000(7) | D | ||||
| Option to Purchase Common Stock | $1.92 | 03/16/2023 | M | 15,000 | (6) | 05/14/2031 | Common Stock | 15,000 | $0 | 45,000(8) | D | ||||
| Explanation of Responses: |
| 1. Represents a "net exercise" of outstanding stock options. The reporting person received 50,807 shares of common stock upon the net exercise of options to purchase 60,000 shares of common stock. The Company withheld 9,193 shares of common stock underlying the portion of the option exercised for payment of the exercise price, using the fair market value on March 16, 2023, pursuant to the terms of the applicable option agreement. |
| 2. Represents a "net exercise" of outstanding stock options. The reporting person received 37,066 shares of common stock upon the net exercise of options to purchase 45,000 shares of common stock. The Company withheld 7,934 shares of common stock underlying the portion of the option exercised for payment of the exercise price, using the fair market value on March 16, 2023, pursuant to the terms of the applicable option agreement. |
| 3. Represents a "net exercise" of outstanding stock options. The reporting person received 11,498 shares of common stock upon the net exercise of options to purchase 15,000 shares of common stock. The Company withheld 3,502 shares of common stock underlying the portion of the option exercised for payment of the exercise price, using the fair market value on March 16, 2023, pursuant to the terms of the applicable option agreement. |
| 4. A total of 15,000 of the options vested on each of December 13, 2017, 2018, 2019 and 2020. |
| 5. A total of 15,000 of the options vested on each of May 20, 2020, 2021 and 2022. |
| 6. The 15,000 options vested on May 14, 2022. |
| 7. These options vest on May 20, 2023, subject to the Reporting Person's continued service to the Issuer on such date. |
| 8. These options vest at the rate of 15,000 of such options on each of May 14, 2023, 2024 and 2025, subject to the Reporting Person's continued service to the Issuer on such dates. |
| /s/ Christopher Allen Stratton | 03/23/2023 | |
| ** 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. | ||