3//SEC Filing
Juniper Capital III GP, L.P. 3
Accession 0000899243-21-003231
CIK 0000077159other
Filed
Jan 24, 7:00 PM ET
Accepted
Jan 25, 9:57 PM ET
Size
6.8 KB
Accession
0000899243-21-003231
Insider Transaction Report
Form 3
Juniper Capital III GP, L.P.
10% Owner
Holdings
- (indirect: See Footnote)
Series A Preferred Stock
From: 2021-07-14→ Common Stock (5,405,252 underlying)
Footnotes (5)
- [F1]Rocky Creek Resources LLC, a Delaware limited liability company ("Rocky Creek"), was issued 54,052.52 shares of Series A Preferred Stock of the Issuer ("Series A Preferred Stock") and 5,405,252 Common Units ("Common Units") of PV Energy Holdings, L.P., a Delaware limited partnership and subsidiary of the Issuer (the "Partnership"), on January 15, 2021. Rocky Creek may elect to have each Common Unit, together with 1/100th of a share of Series A Preferred Stock, held by it, redeemed at any time on or after July 14, 2021 for, at the Partnership's option, either (a) one share of common stock, par value $0.01, of the Issuer ("Common Stock") or
- [F2](Continued from Footnote 1) (b) a cash payment equal to the average of the volume-weighted closing price of one share of Common Stock for the five trading days prior to the date Rocky Creek delivers a notice of redemption for each Common Unit and 1/100th of a share of Series A Preferred Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). 495,900 Common Units and 4,959 shares of Series A Preferred Stock were placed in escrow for indemnification claims. Subject to customary holdbacks for any pending indemnification claims, 50% of the remaining escrowed shares will be disbursed on July 14, 2021 and the remainder on January 15, 2022.
- [F3]The Reporting Person is the sole general partner of Juniper Capital II, L.P., a Delaware limited partnership and investment fund that controls Rocky Creek and owns a majority of the membership interests in Rocky Creek. The Reporting Person disclaims beneficial ownership in the securities except to the extent of its pecuniary interest therein.
- [F4]Represents the total number of shares of Common Stock underlying the shares of Series A Preferred Stock and Common Units issued to Rocky Creek, including the 495,900 Common Units and 4,959 shares of Series A Preferred Stock that were placed in escrow for indemnification claims.
- [F5]N/A
Documents
Issuer
PENN VIRGINIA CORP
CIK 0000077159
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001839103
Filing Metadata
- Form type
- 3
- Filed
- Jan 24, 7:00 PM ET
- Accepted
- Jan 25, 9:57 PM ET
- Size
- 6.8 KB