Sec Form 4 Filing - OXLEY SIMON GEORGE @ TELLURIAN INC. /DE/ - 2023-06-01

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
OXLEY SIMON GEORGE
2. Issuer Name and Ticker or Trading Symbol
TELLURIAN INC. /DE/ [ TELL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO
(Last) (First) (Middle)
1201 LOUISIANA STREET, SUITE 3100
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2023
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/01/2023 A 400,000 ( 1 ) A $ 0 400,000 D
Common Stock 06/01/2023 F 55,366 D $ 1.22 344,634 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) 06/01/2023 A 200,000 ( 3 ) ( 4 )( 5 ) Common Stock 200,000 $ 0 200,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OXLEY SIMON GEORGE
1201 LOUISIANA STREET, SUITE 3100
HOUSTON, TX77002
CFO
Signatures
/s/ Daniel Belhumeur under Power of Attorney by Simon George Oxley 06/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount includes (a) 200,000 shares of common stock of Tellurian Inc. ("Tellurian") and (b) 200,000 shares of restricted stock of Tellurian that will vest upon the affirmative final investment decision by the board of directors of Tellurian with respect to the Driftwood LNG project (the "FID Date").
( 2 )Each restricted stock unit represents a contingent right to receive one share of common stock of Tellurian, cash of equal value, or a combination of both. Pursuant to the Reporting Person's restricted stock unit agreement under the Tellurian Inc. Amended and Restated 2016 Omnibus Incentive Compensation Plan, each restricted stock unit must be settled no later than 30 days after the date of vesting.
( 3 )The restricted stock units vest as follows: (i) 66,666 units upon the FID Date, (ii) 66,667 units upon the one-year anniversary of the FID Date, and (iii) 66,667 units upon the two-year anniversary of the FID Date.
( 4 )In the event that, following the six-month anniversary of the Reporting Person's commencement of employment with Tellurian or its affiliates, the Reporting Person's employment is terminated due to the Reporting Person's death or disability, or by Tellurian without "Cause" (as defined in the restricted stock unit agreement), any unvested restricted stock units will remain outstanding and eligible to vest based on the original vesting schedule, provided that if the FID Date has not occurred as of the date of the Reporting Person's termination of employment and does not occur within one year following such termination, any unvested restricted stock units will be forfeited.
( 5 )In addition, in the event that the Reporting Person's employment with Tellurian or its affiliates is terminated by Tellurian without Cause within one year following a "Change of Control" (as defined in the restricted stock unit agreement) that is not a "100% Change of Control" (as defined in the restricted stock unit agreement), all unvested restricted stock units will fully vest as of the date of such termination. Upon the occurrence of a 100% Change of Control, all outstanding and unvested restricted stock units will immediately vest in full as of the date of such 100% Change of Control.

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).
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