4//SEC Filing
OXLEY SIMON GEORGE 4
Accession 0001104659-24-107123
CIK 0000061398other
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 7:14 PM ET
Size
8.7 KB
Accession
0001104659-24-107123
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Common Stock
2024-10-08−344,634→ 0 total - Disposition to Issuer
Restricted Stock Units
2024-10-08−200,000→ 0 total→ Common Stock (200,000 underlying)
Footnotes (4)
- [F1]This amount includes (a) 144,634 shares of common stock of Tellurian Inc. ("Tellurian") and (b) 200,000 shares of restricted stock of Tellurian that were scheduled to vest upon the affirmative final investment decision by the board of directors of Tellurian with respect to the Driftwood LNG project (the "FID Date").
- [F2]On October 8, 2024, pursuant to the Agreement and Plan of Merger dated as of July 21, 2024 (the "Merger Agreement") by and among Woodside Energy Holdings (NA) LLC ("Parent"), Woodside Energy (Transitory) Inc. ("Merger Sub"), and Tellurian, Merger Sub merged with and into Tellurian (the "Merger"), with Tellurian surviving the Merger as a direct, wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Tellurian's common stock and restricted stock converted into the right to receive $1.00 per share in cash (the "Merger Consideration").
- [F3]Each restricted stock unit (each, an "RSU") represented a contingent right to receive one share of common stock of Tellurian, cash of equal value, or a combination of both.
- [F4]The restricted stock units would have vested as follows: (i) 66,666 units upon the FID Date, (ii) 66,667 units upon the one-year anniversary of the FID Date, and (iii) 66,667 units upon the two-year anniversary of the FID Date. Pursuant to the Merger Agreement, these RSUs were canceled and converted into the right to receive the Merger Consideration per underlying share.
Documents
Issuer
TELLURIAN INC. /DE/
CIK 0000061398
Entity typeother
Related Parties
1- filerCIK 0001978724
Filing Metadata
- Form type
- 4
- Filed
- Oct 7, 8:00 PM ET
- Accepted
- Oct 8, 7:14 PM ET
- Size
- 8.7 KB