4//SEC Filing
Johnston Paul M 4
Accession 0000899243-19-009625
CIK 0001600470other
Filed
Apr 1, 8:00 PM ET
Accepted
Apr 2, 5:40 PM ET
Size
13.1 KB
Accession
0000899243-19-009625
Insider Transaction Report
Form 4
Johnston Paul M
See Remarks
Transactions
- Tax Payment
Common Stock
2019-03-29$17.55/sh−5,701$100,053→ 24,544 total - Award
Common Stock
2019-03-29+23,414→ 30,245 total - Tax Payment
Common Stock
2019-03-29$17.55/sh−4,300$75,465→ 6,831 total - Award
Common Stock
2019-03-29+11,131→ 11,131 total
Footnotes (6)
- [F1]Received in exchange for 37,724 Blue Ridge Mountain Resources, Inc. ("BRMR") restricted stock units ("BRMR RSUs") 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"). Pursuant to the Agreement and Plan of Merger, dated as of August 25, 2018, among Montage, Merger Sub, and BRMR (the "Merger Agreement"), except as described below with respect to certain BRMR RSUs granted to directors of BRMR, each holder of outstanding BRMR RSUs was entitled to elect whether to receive in the Merger for such BRMR RSUs (i) 0.29506 (the "Exchange Ratio") of a share of Montage common stock,
- [F2](Continued from Footnote 1) plus cash in lieu of fractional shares (the "Merger Consideration") for each share of BRMR common stock subject to such holder's BRMR RSUs, (ii) cash equal to the product of (A) the number of shares of BRMR common stock subject to such holder's BRMR RSUs multiplied by (B) (1) the Closing Price multiplied by (2) the Exchange Ratio, or (iii) a combination thereof, subject to applicable tax withholdings. Certain BRMR RSUs were granted to directors of BRMR as their one-time "charter equity grant," the terms of which did not provide for such an election. Holders of these other BRMR RSUs received the Merger Consideration for each share of BRMR common stock subject to such BRMR RSUs, after giving effect to an adjustment to the number of such BRMR RSUs in connection with the Merger pursuant to the terms of the applicable award agreement, subject to applicable tax withholdings.
- [F3]Represents shares withheld to satisfy tax obligations in connection with the delivery of shares of Montage common stock in exchange for the BRMR RSUs.
- [F4]Received in the Merger in exchange for 79,356 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 0001515743
Filing Metadata
- Form type
- 4
- Filed
- Apr 1, 8:00 PM ET
- Accepted
- Apr 2, 5:40 PM ET
- Size
- 13.1 KB