Statement of Changes in Beneficial Ownership (4)
June 11 2020 - 5:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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Ortega Ernest |
2. Issuer Name and Ticker or Trading Symbol
GTT Communications, Inc.
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GTT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Revenue Officer |
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(Last)
(First)
(Middle)
7900 TYSONS ONE PLACE, #1450 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2020 |
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(Street)
MCLEAN, VA 22102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $.0001 per share | 5/24/2020 | | A(1) | | 100000 | A | $9.03 | 220000 | D | |
| Common Stock, par value $.0001 per share | 5/24/2020 | | A(2) | | 25000 | A | $9.03 | 245000 | D | |
| Common Stock, par value $.0001 per share | 5/24/2020 | | A(3) | | 25000 | A | $9.03 | 270000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Shares of restricted stock granted on May 24, 2020 related to the reporting person's appointment as Chief Revenue Officer. Twenty-five percent (25%) of this restricted stock vests on May 24, 2021, and the remainder vests in equal quarterly installments beginning on August 24, 2021. |
| (2) | Shares of restricted stock pursuant to the GTT Communications, Inc. 2018 Stock Option and Incentive Plan and subject to performance vesting. In the event that a closing and fundingof the sale of the GTT Infrastructure Division occurs on a date no later than December 31, 2021, the shares will vest in eight equal quarterly installments over a period of two years following such date. |
| (3) | Shares of restricted stock pursuant to the GTT Communications, Inc. 2018 Stock Option and Incentive Plan and subject to performance vesting. In the event that GTT Communications,Inc. achieves a long-term target of 4X "Total Leverage" or better on a quarterly reported basis by December 31, 2023, the shares will vest in four equal quarterly installments over a period of one year, provided GTT Communications, Inc. maintains at least 4X "Total Leverage" on each such vesting date. Total Leverage is defined as (Total Debt less Cash) divided by Annualized Adjusted EBITDA. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ortega Ernest
7900 TYSONS ONE PLACE
#1450
MCLEAN, VA 22102 |
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| Chief Revenue Officer |
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Signatures
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| Ernest Ortega | | 6/11/2020 |
| **Signature of Reporting Person | Date |
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