Statement of Changes in Beneficial Ownership (4)
February 14 2022 - 2:17PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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JONAS HOWARD S |
2. Issuer Name and Ticker or Trading Symbol
Genie Energy Ltd.
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GNE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GENIE ENERGY LTD., 520 BROAD STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/11/2022 |
(Street)
NEWARK, NJ 07102
(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 B Common Stock, par value $.01 per share | | | | | | | | 180398 (1) | D | |
Class B Common Stock, par value $.01 per share | | | | | | | | 1000156 | I | By HSJ 2020 IDT Annuity Trust |
Class B Common Stock, par value $.01 per share | | | | | | | | 85489 | I | By HSJ 2019 Genie Remainder Trust |
Class B Common Stock, par value $.01 per share | | | | | | | | 625065 | I | By HSJ 2020 Genie Annuity Trust |
Class B Common Stock, par value $.01 per share | | | | | | | | 1556 | I | By Daughter (Miriam) |
Class B Common Stock, par value $.01 per share | | | | | | | | 275047 | I | By The Jonas Foundation |
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 |
Deferred Stock Unit | (2) | 2/11/2022 | | A | | 110000 | | (2) | 2/10/2023 (3) | Class B Common Stock | 110000 | $0.00 | 110000 | D | |
Deferred Stock Units | (4) | 2/11/2022 | | A | | 110000 | | (4) | 2/10/2023 (5) | Class B Common Stock | 110000 | $0.00 | 110000 | D | |
Explanation of Responses: |
(1) | Consists of 80,398 shares held directly, 33,334 shares of vested restricted stock, and 66,666 shares of unvested restricted stock, 33,333 shares of which shall vest on each of January 5, 2023 and January 5, 2024. |
(2) | Each Deferred Stock Unit ("DSU") entitles the Reporting Person to a grant of 110,000 restricted shares of the Issuer's Class B common stock the business day following the date the stock has a 30 trading day average closing price of $9.04 or greater. Should the restricted stock be granted, the shares shall vest ratably over a three year period, commencing on the first anniversary of the restricted stock grant date. |
(3) | The DSUs will expire on February 10, 2023 should the 30 trading day average closing price of $9.04 or greater not occur, in which case no shares of restricted stock shall be granted. |
(4) | Each DSU entitles the Reporting Person to a grant of 110,000 restricted shares of the Issuer's Class B common stock the business day following the date the stock has a 30 trading day average closing price of $10.84 or greater. Should the restricted stock be granted, the shares shall vest ratably over a three year period, commencing on the first anniversary of the restricted stock grant date. |
(5) | The DSUs will expire on February 10, 2023 should the 30 trading day average closing price of $10.84 or greater not occur, in which case no shares of restricted stock shall be granted. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
JONAS HOWARD S C/O GENIE ENERGY LTD. 520 BROAD STREET NEWARK, NJ 07102 | X |
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Signatures
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Joyce J. Mason, by Power of Attorney | | 2/14/2022 |
**Signature of Reporting Person | Date |
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