4//SEC Filing
Memorial Resource Development Corp. 4
Accession 0000899243-16-029080
CIK 0001599222operating
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 10:09 AM ET
Size
6.4 KB
Accession
0000899243-16-029080
Insider Transaction Report
Form 4
Innamorati Robert A
Director
Transactions
- Disposition to Issuer
Common Stock
2016-09-16−58,338→ 0 total
Footnotes (3)
- [F1]On September 16, 2016, pursuant to the Agreement and Plan of Merger dated as of May 15, 2016 (the "Merger Agreement"), by and among Memorial Resource Development Corp. (the "Company"), Range Resources Corporation ("Range") and Medina Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of Range.
- [F2]Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger owned by the Reporting Person was converted at such time into the right to receive 0.375 of a share of Range common stock, or in the case of fractional shares of Range common stock, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Range common stock multiplied by (ii) the volume weighted average price of Range common stock for the five consecutive trading days immediately prior to the closing date of the Merger as reported by Bloomberg, L.P. (the "Merger Consideration"). The closing price per share of Range common stock on the day prior to the effective date of the merger was $39.37.
- [F3]Includes 8,023 shares of restricted Company common stock that were granted to the Reporting Person under the Company 2014 Long-Term Incentive Plan, that, pursuant to the Merger Agreement, vested immediately prior to the effective time of the Merger and the restrictions with respect thereto lapsed, and each such share of restricted Company common stock was converted at the effective time of the Merger into the right to receive the Merger Consideration.
Documents
Issuer
Memorial Resource Development Corp.
CIK 0001599222
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001599222
Filing Metadata
- Form type
- 4
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 10:09 AM ET
- Size
- 6.4 KB