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) 07/01/2021 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 07/06/2021 | S | 10,000 | D | $10.844(1) | 0 | I | Through the Timothy & Melinda Harvey TTEES Harvey Trust U/A DTD 09/14/92 | ||
Common Stock | 4,000 | I | Through the Caylyn Harvey Trust | |||||||
Common Stock | 1,800 | I | Through the Lexie Harvey Irrevocable Trust | |||||||
Common Stock | 07/01/2021 | M | 30,000 | A | $1.45 | 30,000 | D | |||
Common Stock | 07/01/2021 | F(2) | 4,248 | D | $10.24 | 25,752 | D | |||
Common Stock | 07/01/2021 | M | 60,000 | A | $1.26 | 85,752 | D | |||
Common Stock | 07/01/2021 | F(3) | 7,383 | D | $10.24 | 78,369 | D | |||
Common Stock | 07/01/2021 | M | 60,000 | A | $2.08 | 138,369 | D | |||
Common Stock | 07/01/2021 | F(4) | 12,187 | D | $10.24 | 126,182 | D | |||
Common Stock | 07/01/2021 | M | 75,000 | A | $6.615 | 201,182 | D | |||
Common Stock | 07/01/2021 | F(5) | 48,450 | D | $10.24 | 152,732 | D | |||
Common Stock | 07/01/2021 | M | 60,000 | A | $2.96 | 212,732 | D | |||
Common Stock | 07/01/2021 | F(6) | 17,344 | D | $10.24 | 195,388 | 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 | ||||||||
Stock Option | $1.45 | 07/01/2021 | M | 30,000 | (7) | 05/20/2029 | Common Stock | 30,000 | $0.00 | 30,000 | D | ||||
Stock Option | $1.26 | 07/01/2021 | M | 60,000 | (8) | 12/13/2026 | Common Stock | 60,000 | $0.00 | 0 | D | ||||
Stock Option | $2.08 | 07/01/2021 | M | 60,000 | (9) | 07/07/2025 | Common Stock | 60,000 | $0.00 | 0 | D | ||||
Stock Option | $6.615 | 07/01/2021 | M | 75,000 | (10) | 10/03/2024 | Common Stock | 75,000 | $0.00 | 0 | D | ||||
Stock Option | $2.96 | 07/01/2021 | M | 60,000 | (11) | 09/27/2023 | Common Stock | 60,000 | $0.00 | 0 | D |
Explanation of Responses: |
1. This transaction was executed in multiple trades at prices ranging from $10.96 to $10.81. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was affected. |
2. Represents a "net exercise" of outstanding stock options. The reporting person received 25,752 shares of common stock on the net exercise of an option to purchase 30,000 shares of common stock. The Issuer withheld 4,248 shares of common stock underlying the option in payment of the exercise price, based on the five-day volume weighted average closing price of the Issuer's common stock, for the five trading days prior to July 1, 2021, of $10.24, as calculated pursuant to the terms of the option award (the "FMV"). |
3. Represents a "net exercise" of outstanding stock options. The reporting person received 52,617 shares of common stock on the net exercise of an option to purchase 60,000 shares of common stock. The reporting person forfeited 7,383 shares of common stock underlying the option in payment of the exercise price, based on the FMV. |
4. Represents a "net exercise" of outstanding stock options. The reporting person received 47,813 shares of common stock on the net exercise of an option to purchase 60,000 shares of common stock. The reporting person forfeited 12,188 shares of common stock underlying the option in payment of the exercise price, based on the FMV. |
5. Represents a "net exercise" of outstanding stock options. The reporting person received 26,550 shares of common stock on the net exercise of an option to purchase 75,000 shares of common stock. The reporting person forfeited 48,450 shares of common stock underlying the option in payment of the exercise price, based on the FMV. |
6. Represents a "net exercise" of outstanding stock options. The reporting person received 42,656 shares of common stock on the net exercise of an option to purchase 60,000 shares of common stock. The reporting person forfeited 17,344 shares of common stock underlying the option in payment of the exercise price, based on the fair market value of the Issuer's common stock at the time of the option exercise, based on the FMV. |
7. Options to purchase 15,000 shares vested on May 20, 2020 and 2021. |
8. Options to purchase 15,000 shares vested on December 13, 2017, 2018, 2019 and 2020. |
9. Options to purchase 15,000 shares vested on July 7, 2016, 2017, 2018 and 2019. |
10. Options to purchase 18,750 shares vested on October 3, 2015, 2016, 2017 and 2018. |
11. Options to purchase 15,000 shares vested on September 27, 2014, 2015, 2016 and 2017. |
/s/ Timothy C Harvey | 07/12/2021 | |
** 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. |