4//SEC Filing
WOOLVERTON SEAN C 4
Accession 0000351817-24-000107
CIK 0000351817other
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 4:43 PM ET
Size
17.5 KB
Accession
0000351817-24-000107
Insider Transaction Report
Form 4
WOOLVERTON SEAN C
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Performance Based Restricted Stock Units 2/22/2023
2024-07-30−65,000→ 0 totalExercise: $36.82Exp: 2025-12-31→ SilverBow Resources, Inc. Common Stock (65,000 underlying) - Disposition to Issuer
Performance Based Restricted Stock Units 2/21/2024
2024-07-30−70,105→ 0 totalExercise: $36.82Exp: 2026-12-31→ SilverBow Resources, Inc. Common Stock (70,105 underlying) - Disposition to Issuer
SilverBow Resources, Inc. Common Stock
2024-07-30−413,876→ 0 total - Disposition to Issuer
Stock Option 03/01/2017
2024-07-30−87,081→ 0 totalExercise: $29.21From: 2020-03-01Exp: 2027-03-01→ SilverBow Resources, Inc. Common Stock (87,081 underlying) - Disposition to Issuer
Performance Based Restricted Stock Units 2/23/2022
2024-07-30−68,452→ 0 totalExercise: $36.82Exp: 2024-12-31→ SilverBow Resources, Inc. Common Stock (68,452 underlying)
Footnotes (6)
- [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 73,370 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.
- [F4]Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding award of options to purchase shares of Common Stock held by the Reporting Person as of immediately prior to the effective time of the Merger became fully vested and was cancelled and converted into the right to receive a cash payment equal to (i) the number of shares of Issuer Common Stock subject to each such option as of immediately prior to the effective time of the Merger, multiplied by (ii) the difference between the Cash Election Consideration and the exercise price per share of the Issuer Common Stock subject to such option.
- [F5]Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding award of performance-vesting restricted stock units ("PSUs") held by the Reporting Person as of immediately prior to the effective time of the Merger became fully vested and was cancelled and 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 PSU as of immediately prior to the effective time of the Merger (assuming that all performance-based vesting conditions applicable to such PSU were achieved at the maximum level of performance), multiplied by (B) the Cash Election Consideration and
- [F6]cont'd from Footnote 5: (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 PSU as of immediately prior to the effective time of the Merger (assuming that all performance-based vesting conditions applicable to such PSU were achieved at the maximum level of performance), multiplied by (B) the Stock Election Consideration.
Documents
Issuer
SILVERBOW RESOURCES, INC.
CIK 0000351817
Entity typeother
Related Parties
1- filerCIK 0001699336
Filing Metadata
- Form type
- 4
- Filed
- Jul 29, 8:00 PM ET
- Accepted
- Jul 30, 4:43 PM ET
- Size
- 17.5 KB