Tellurian Inc.

10/08/2024 | Press release | Distributed by Public on 10/08/2024 17:15

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 *
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
_____ Officer (give title below) _____ Other (specify below)
CFO /
(Last) (First) (Middle)
1201 LOUISIANA STREET, SUITE 3100
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
HOUSTON TX 77002
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

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/ Simon George Oxley 2024-10-08
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) This amount includes (a) 144,634 shares of common stock of Tellurian Inc. ("Tellurian") and (b) 200,000 shares of restricted stock of Tellurian that were scheduled to 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) On October 8, 2024, pursuant to the Agreement and Plan of Merger dated as of July 21, 2024 (the "Merger Agreement") by and among Woodside Energy Holdings (NA) LLC ("Parent"), Woodside Energy (Transitory) Inc. ("Merger Sub"), and Tellurian, Merger Sub merged with and into Tellurian (the "Merger"), with Tellurian surviving the Merger as a direct, wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Tellurian's common stock and restricted stock converted into the right to receive $1.00 per share in cash (the "Merger Consideration").
(3) Each restricted stock unit (each, an "RSU") represented a contingent right to receive one share of common stock of Tellurian, cash of equal value, or a combination of both.
(4) The restricted stock units would have vested 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. Pursuant to the Merger Agreement, these RSUs were canceled and converted into the right to receive the Merger Consideration per underlying share.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.