4//SEC Filing
Johnston Paul M 4
Accession 0000899243-20-030984
CIK 0001600470other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 4:06 PM ET
Size
9.3 KB
Accession
0000899243-20-030984
Insider Transaction Report
Form 4
Johnston Paul M
See Remarks
Transactions
- Disposition to Issuer
Performance Units
2020-11-13−122,825→ 0 total→ Common Stock (122,825 underlying) - Disposition to Issuer
Common Stock
2020-11-13−85,393→ 0 total
Footnotes (3)
- [F1]On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock"). On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.
- [F2]Includes, 52,275 common shares underlying time-based restricted stock unit awards ("Issuer RSU Award"), which, pursuant to the Merger Agreement, were converted into an award, on the same terms and conditions as were applicable under such Issuer RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Southwestern Common Stock determined by multiplying (i) the number of shares of Issuer common stock subject to such Issuer RSU Award immediately prior to the effective time of the Merger by (ii) 1.8656 shares of Southwestern Common Stock.
- [F3]Pursuant to the Merger Agreement, each performance-based restricted stock unit award ("Issuer PSU Award") was terminated and vested in accordance with its terms and converted into the right to receive, in settlement thereof, at Southwestern's election, (a) a number of shares of Southwestern Common Stock equal to the product obtained by multiplying (i) the applicable number of shares of earned performance units subject to such Issuer PSU Award by (ii) 1.8656 shares of Southwestern Common Stock, with any fractional shares resulting from such conversion rounded down to the nearest whole, or (b) cash in an amount equal to the fair market value of the number of shares of Southwestern Common Stock determined by clause (a).
Documents
Issuer
Montage Resources Corp
CIK 0001600470
Entity typeother
Related Parties
1- filerCIK 0001515743
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 4:06 PM ET
- Size
- 9.3 KB