SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

OXLEY SIMON GEORGE

(Last)

(First)

(Middle)

1201 LOUISIANA STREET, SUITE 3100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2023		A		400,000⁽¹⁾	A	$0.00	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 (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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/01/2023		A		200,000		⁽³⁾	⁽⁴⁾⁽⁵⁾	Common Stock	200,000	$0.00	200,000	D

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.

	/s/ Daniel Belhumeur under Power of Attorney by Simon George Oxley	06/02/2023
	** 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).
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