Home/Filings/4/0000899243-19-028676
4//SEC Filing

Edwards David McCune 4

Accession 0000899243-19-028676

CIK 0001326428other

Filed

Dec 5, 7:00 PM ET

Accepted

Dec 6, 3:52 PM ET

Size

8.6 KB

Accession

0000899243-19-028676

Insider Transaction Report

Form 4
Period: 2019-12-06
Transactions
  • Disposition to Issuer

    Class A common stock

    2019-12-06$1.52/sh161,486$245,4590 total
  • Disposition to Issuer

    Performance Share Unit

    2019-12-06157,8950 total
    Class A common stock (0 underlying)
Footnotes (3)
  • [F1]The Issuer, Citizen Energy Operating, LLC ("Citizen") and Citizen Energy Pressburg Inc., a subsidiary of Citizen ("Merger Sub"), are parties to that certain Agreement and Plan of Merger, dated October 1, 2019 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Citizen. At the effective time of the Merger (the "Effective Time"), each outstanding share of Class A common stock, $0.001 par value per share, of the Issuer were cancelled and converted into a right to receive $1.52 in cash per share.
  • [F2]Includes 119,332 shares of Class A common stock of the Issuer subject to unvested restricted stock units ("RSUs") granted pursuant to the Roan Resources, Inc. Amended and Restated Management Incentive Plan (the "Plan"), which became fully vested at the Effective Time and converted into a right to receive $1.52 in cash per RSU, less applicable taxes and withholdings.
  • [F3]Performance share units ("PSUs") granted pursuant to the Plan that each represented a contingent right to receive one share of Class A common stock of the Issuer, subject to achievement of certain performance goals. At the Effective Time, all outstanding PSUs were cancelled for no consideration.

Issuer

Pressburg, LLC

CIK 0001326428

Entity typeother

Related Parties

1
  • filerCIK 0001704322

Filing Metadata

Form type
4
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 3:52 PM ET
Size
8.6 KB