Statement of Changes in Beneficial Ownership (4)
October 12 2021 - 4:50PM
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
*
Vitemb Jared |
2. Issuer Name and Ticker or Trading Symbol
FTS International, Inc.
[
FTSI
]
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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) SVP, Gen Cnsl & Chf Compl Ofcr |
(Last)
(First)
(Middle)
777 MAIN STREET, SUITE 2900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/7/2021 |
(Street)
FORT WORTH, TX 76102
(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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Class A Common Stock | 10/7/2021 | | M | | 1588 (1) | A | $0 | 2066 | D | |
Class A Common Stock | 10/7/2021 | | F | | 380 | D | $25.33 | 1686 | 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 |
Performance Stock Units | (1) | 10/7/2021 | | A | | 6352 | | (1) | (1) | Class A Common Stock | 6352 | $0 | 6352 | D | |
Performance Stock Units | (1) | 10/7/2021 | | M | | | 1588 (2) | (1) | (1) | Class A Common Stock | 1588 | $0 | 4764 | D | |
Restricted Stock Units | (3) | 10/7/2021 | | A | | 3738 | | (3) | (3) | Class A Common Stock | 3738 | $0 | 3738 | D | |
Explanation of Responses: |
(1) | Performance stock units convert into Class A Common Stock on a one-for-one basis. The performance stock units vest in 25% and 75%, respectively, based on either (i) the achievement of a volume-weighted average price per share of the Company's Class A Common Stock over 90 consecutive trading days or (ii) the occurrence of a Change in Control (as defined in the 2020 Equity and Incentive Compensation Plan), in each case, implying an aggregate equity market capitalization for the Company as set forth in the performance stock unit agreement. If the performance metric is not met by the seventh anniversary of the date of grant, the performance stock units will be forfeited. |
(2) | The first performance threshold was determined to have been achieved and 25% of the performance stock units vested and were converted into Cass A Common Stock on October 7, 2021. |
(3) | Each Restricted Stock Unit converts into Class A Common Stock on a one-for-one basis. On October 7, 2021, the reporting person was granted restricted stock units which will fully vest on the first anniversary of the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Vitemb Jared 777 MAIN STREET, SUITE 2900 FORT WORTH, TX 76102 |
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| SVP, Gen Cnsl & Chf Compl Ofcr |
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Signatures
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/s/ Jared Vitemb | | 10/12/2021 |
**Signature of Reporting Person | Date |
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