FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | ||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TELLURIAN INC. /DE/ [ TELL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 03/08/2022 | G | 180,000 | D | $0 | 701,300 | I | By RKT 2020 GRAT(1) | |||||||
Common Stock | 03/15/2022 | G | 701,300 | D | $0 | 0 | I | By RKT 2020 GRAT(1) | |||||||
Common Stock | 03/08/2022 | G | 180,000 | D | $0 | 701,300 | I | By KAT 2020 GRAT(1) | |||||||
Common Stock | 03/15/2022 | G | 701,300 | D | $0 | 0 | I | By KAT 2020 GRAT(1) | |||||||
Common Stock | 06/08/2022 | G | 75,000 | D | $0 | 345,000 | I | By RKT 2021 GRAT(2) | |||||||
Common Stock | 06/08/2022 | G | 75,000 | D | $0 | 345,000 | I | By KAT 2021 GRAT(2) | |||||||
Common Stock | 07/19/2022 | G | 38,323 | D | $0 | 306,677 | I | By KAT 2021 GRAT(2) | |||||||
Common Stock | 07/19/2022 | G | 38,323 | D | $0 | 306,677 | I | By RKT 2021 GRAT(2) | |||||||
Common Stock | 787,715 | D(1)(2) |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. In March 2020, 1,301,300 shares of common stock of Tellurian Inc. ("Tellurian") were transferred to each of RKT 2020 GRAT and KAT 2020 GRAT (collectively, the "2020 GRATs"), grantor retained annuity trusts for the benefit of the two adult children of the Reporting Person and his spouse, from which 2020 GRATs 420,000 shares of Tellurian common have since been transferred to RKT 2021 GRAT and KAT 2021 GRAT. Upon termination of the 2020 GRATs in March 2022, 701,300 shares of Tellurian common stock from each 2020 GRAT were transferred to the Reporting Person's children or to trusts for the benefit of such children. The remaining 180,000 shares of Tellurian common stock from each 2020 GRAT was distributed to joint accounts of the Reporting Person and his spouse and are reported in this Form 5 as directly owned. |
2. On June 8, 2022, 75,000 shares of Tellurian common stock from each of RKT 2021 GRAT and KAT 2021 GRAT were distributed to joint accounts of the Reporting Person and his spouse and are reported in this Form 5 as directly owned. On July 19, 2022, 38,323 shares of Tellurian common stock from each of RKT 2021 GRAT and KAT 2021 GRAT were distributed to joint accounts of the Reporting Person and his spouse and are reported in this Form 5 as directly owned. |
/s/ Daniel Belhumeur under Power of Attorney by R. Keith Teague | 02/10/2023 | |
** 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. |