4//SEC Filing
REINHART JOHN K. 4
Accession 0000899243-19-009622
CIK 0001600470other
Filed
Apr 1, 8:00 PM ET
Accepted
Apr 2, 5:38 PM ET
Size
12.2 KB
Accession
0000899243-19-009622
Insider Transaction Report
Form 4
REINHART JOHN K.
DirectorPresident & CEO
Transactions
- Award
Common Stock
2019-03-29+60,381→ 60,381 total - Tax Payment
Common Stock
2019-03-29$17.55/sh−9,654$169,428→ 50,727 total - Tax Payment
Common Stock
2019-03-29$17.55/sh−72,142$1,266,092→ 161,999 total - Award
Common Stock
2019-03-29+183,414→ 234,141 total
Footnotes (6)
- [F1]Received in exchange for 204,638 shares of Blue Ridge Mountain Resources, Inc. ("BRMR") restricted stock in connection with the merger of Everest Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Montage Resources Corporation ("Montage"), with and into BRMR (the "Merger"). On the effective date of the Merger, the closing price of Montage common stock on the New York Stock Exchange, after giving effect to the 15-to-1 reverse stock split of Montage common stock effected on the effective date of the Merger, was $17.55 per share (the "Closing Price").
- [F2](Continued from Footnote 1) Pursuant to the Agreement and Plan of Merger, dated as of August 25, 2018, among Montage, Merger Sub, and BRMR (the "Merger Agreement"), each outstanding share of BRMR restricted stock fully vested at the effective time of the Merger and was converted into the right to receive 0.29506 (the "Exchange Ratio") of a share of Montage common stock, plus cash in lieu of fractional shares (the "Merger Consideration"), subject to applicable tax withholdings.
- [F3]Represents shares withheld to satisfy tax obligations in connection with the vesting of the shares of BRMR restricted stock.
- [F4]Received in the Merger in exchange for 621,617 BRMR performance interest awards ("BRMR PIAs"). Pursuant to the Merger Agreement, each holder of a BRMR PIA received as a result of the Merger in respect of such holder's BRMR PIA: the Merger Consideration for a number of shares of BRMR common stock equal to the lesser of (i) (A) the "Performance Interest Stock Value" (as defined in and determined by the BRMR board of directors under the applicable award agreement governing such BRMR PIA) divided by (B) (1) the Closing Price multiplied by (2) the Exchange Ratio and (ii) such holder's pro rata share of 965,232 shares of BRMR common stock,
- [F5](Continued from Footnote 4) with such pro rata share based on such holder's Performance Interest Stock Value relative to the sum of the Performance Interest Stock Values of all holders of BRMR PIAs; and cash in the amount, if any, by which such holder's Performance Interest Stock Value exceeds the product of (i) the number of shares of BRMR common stock in respect of which such holder receives the Merger Consideration pursuant to the foregoing by (ii) the Exchange Ratio multiplied by (iii) the Closing Price, subject to applicable tax withholdings.
- [F6]Represents shares withheld to satisfy tax obligations in connection with the delivery of shares of Montage common stock in exchange for the BRMR PIAs.
Documents
Issuer
Montage Resources Corp
CIK 0001600470
Entity typeother
Related Parties
1- filerCIK 0001585021
Filing Metadata
- Form type
- 4
- Filed
- Apr 1, 8:00 PM ET
- Accepted
- Apr 2, 5:38 PM ET
- Size
- 12.2 KB