Statement of Changes in Beneficial Ownership (4)
May 03 2023 - 4:14PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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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Averick Robert M |
2. Issuer Name and Ticker or Trading Symbol
GULF ISLAND FABRICATION INC
[
GIFI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O KOKINO LLC, 201 TRESSER BOULEVARD, 3RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2023 |
(Street)
STAMFORD, CT 06901 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | | | | | | | | 1811894 (1)(2) | I (1)(2) | Foot Note (2) |
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 |
Restricted Stock Unit | (3) | 5/1/2023 | | A | | 8000 | | 5/1/2024 | 5/1/2024 | Common Stock | 8000 | $0.00 | 16000 (4) | D | |
Explanation of Responses: |
(1) | Piton Capital Partners LLC, a Delaware limited liability company ("Piton") and family client of Kokino LLC ("Kokino"), reports beneficial ownership of the Issuer's common stock pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended, pursuant to a Schedule 13D originally filed by Piton with the SEC on March 22, 2018, as amended from time to time. |
(2) | Indicates shares of the Issuer's common stock ("Shares") beneficially owned by Piton. Mr. Averick manages Piton's investment in the Issuer as a Portfolio Manager of Kokino. Mr. Averick holds an indirect interest in certain Shares through his minority ownership of Piton, which is a client of Kokino (which ownership may be held through Piton's managing member, Piton Capital Management LLC ("PCM")). Also, Mr. Averick's incentive compensation/allocation as an employee of Kokino and member of Piton, which are generally calculated in Kokino's discretion subject to Piton's and PCM's governing documents, may be based on the performance of Shares held by Piton. Such compensation/allocation may be paid or made in cash and/or by way of increasing Mr. Averick's interest in Piton (either directly or indirectly through PCM). Kokino is PCM's managing member. |
(3) | Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock on May 1, 2024. The restricted stock units were received as a grant or award. |
(4) | This is the total of all restricted stock units held by Mr. Averick, including those with different terms and conditions, as of the filing date of this Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Averick Robert M C/O KOKINO LLC 201 TRESSER BOULEVARD, 3RD FLOOR STAMFORD, CT 06901 | X | X |
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Signatures
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/s/ Robert Averick | | 5/3/2023 |
**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 control number. |
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