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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JONAS HOWARD S C/O GENIE ENERGY LTD. 550 BROAD STREET NEWARK, NJ 07102 |
X | X | Chairman of the Board & CEO |
Joyce J. Mason, by Power of Attorney | 07/31/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to a Restricted Stock Sale Agreement (the "Agreement"), the Reporting Person purchased 3,466,275 shares of Restricted Class B Common Stock ("Restricted Stock") at a price of $6.82 per share in partial satisfaction of the parties' obligations thereunder. The Agreement contemplates the purchase of a total of 3.6m Restricted Shares that vest in six equal installments on each of the following: the date of the initial purchase (July 30, 2014), December 31, 2014, December 31, 2015, December 31, 2016, December 31, 2017 and December 31, 2018. |
(2) | These shares are held in trust for the benefit of the Reporting Person's children. The Reporting Person's spouse is the trustee of the trust. Mr. Jonas does not exercise or share investment control of these shares. |
(3) | Represents a grant of stock pursuant to a previously granted Deferred Stock Unit. |
(4) | Includes 18,333 restricted shares of Class B Common Stock that vest on November 3, 2014; 600,000 restricted shares that vest on each of December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017 and 466,275 restricted shares that vest on December 31, 2018. |