4//SEC Filing
ROWLAND MARCUS C 4
Accession 0000351817-24-000100
CIK 0000351817other
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 4:24 PM ET
Size
7.3 KB
Accession
0000351817-24-000100
Insider Transaction Report
Form 4
ROWLAND MARCUS C
Director
Transactions
- Disposition to Issuer
SilverBow Resources, Inc. Common Stock
2024-07-30−46,368→ 0 total
Footnotes (3)
- [F1]As of the effective time of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement," and the transactions contemplated thereby, the "Merger") entered into on May 15, 2024, by and among the Issuer, Crescent Energy Company ("Parent"), Artemis Acquisition Holdings, Inc., Artemis Merger Sub Inc. and Artemis Merger Sub II LLC, each share of the Issuer's common stock, par value $0.01 per share ("Issuer Common Stock"), held by the Reporting Person as of immediately prior to the effective time of the Merger, was converted into the right to receive, pursuant to an election made by the Reporting Person (subject to possible adjustment pursuant to the terms and conditions set forth in the Merger Agreement and with cash paid in lieu of fractional shares), one of the following forms of consideration:
- [F2]cont'd from Footnote 1: (i) a combination of 1.866 shares of Parent's Class A common stock, par value $0.0001 per share ("Parent Class A Common Stock"), and $15.31 in cash (the "Mixed Consideration"), (ii) $38.00 in cash (the "Cash Election Consideration"), (iii) 3.125 shares of Parent Class A Common Stock (the "Stock Election Consideration"), or (iv) in the event of the Reporting Person's failure to timely deliver an election, the Stock Election Consideration.
- [F3]This amount includes 11,982 shares of Issuer Common Stock subject to awards of time-vesting restricted stock units ("RSUs") held by the Reporting Person as of immediately prior to the effective time of the Merger that, pursuant to the Merger Agreement and as of the effective time of the Merger, were converted into the right to receive (i) a cash payment equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the RSU as of immediately prior to the effective time of the Merger, multiplied by (B) the Cash Election Consideration and (ii) a number of shares of Parent Class A Common Stock equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the RSU as of immediately prior to the effective time of the Merger, multiplied by (B) the Stock Election Consideration.
Documents
Issuer
SILVERBOW RESOURCES, INC.
CIK 0000351817
Entity typeother
IncorporatedOK
Related Parties
1- filerCIK 0001039535
Filing Metadata
- Form type
- 4
- Filed
- Jul 29, 8:00 PM ET
- Accepted
- Jul 30, 4:24 PM ET
- Size
- 7.3 KB