Statement of Changes in Beneficial Ownership (4)
September 07 2022 - 4:35PM
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 APPROVAL
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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HILARIO EMANUEL N |
2. Issuer Name and Ticker or Trading Symbol
ONE Group Hospitality, Inc.
[
STKS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PRESIDENT AND CEO |
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(Last)
(First)
(Middle)
1624 MARKET ST, STE 311 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/2/2022 |
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(Street)
DENVER, CO 80202
(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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| Common Stock | 9/2/2022 | | A | | 100000 (1) | A | $0 | 1507486 | D |
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| Common Stock | 9/2/2022 | | A | | 500000 (2) | A | $0 | 2007486 | D |
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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 |
| Explanation of Responses: |
| (1) | Represents a grant of 100,000 restricted stock units (RSUs) issued under the Issuer's 2019 Equity Incentive Plan pursuant to an Amended and Restated Employment Agreement, by and between the Issuer and the Reporting Person, dated September 2, 2022. The RSUs shall vest in equal increments with 25,000 units vesting on each of August 31, 2023, August 31, 2024, August 31, 2025 and August 31, 2026. |
| (2) | Represents a performance-based grant of 500,000 restricted stock units (RSUs) issued under the Issuer's 2019 Equity Incentive Plan pursuant to an Employment Agreement, by and between the Issuer and the Reporting Person, dated September 2, 2022. 125,000 RSUs may be earned in each of four consecutive 12-month periods beginning on August 31, 2022 based on attaining 15% year-over-year increases in the volume-weighted average price of the Company's stock over any consecutive 20 trading days (VWAP) in the period. The VWAP targets are $8.22, $9.46, $10.87 and $12.51 for the 12-month periods ending August 31, 2023, 2024, 2025 and 2026, respectively. Unearned RSUs will be earned if attainment levels are met for subsequent periods; RSUs may be earned in advance if VWAP for a future period is met and, if so, the earned RSUs convert to time-based RSUs that vest at the end of such future period. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HILARIO EMANUEL N
1624 MARKET ST
STE 311
DENVER, CO 80202 | X |
| PRESIDENT AND CEO |
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Signatures
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| /s/ Christi Hing, Attorney-in-Fact | | 9/7/2022 |
| **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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