4//SEC Filing
Ley Alice B 4
Accession 0000899243-21-012315
CIK 0001108827other
Filed
Mar 16, 8:00 PM ET
Accepted
Mar 17, 8:23 PM ET
Size
16.2 KB
Accession
0000899243-21-012315
Insider Transaction Report
Form 4
Ley Alice B
VP and Controller
Transactions
- Disposition to Issuer
Stock Option
2021-03-17−10,880→ 0 totalExercise: $10.12From: 2019-03-05Exp: 2023-02-16→ Common Stock (10,880 underlying) - Disposition to Issuer
Common Stock
2021-03-17−173,091→ 0 total - Disposition to Issuer
Phantom Stock Units
2021-03-17−130,020→ 0 total→ Common Stock (130,020 underlying) - Disposition to Issuer
Stock Option
2021-03-17−12,058→ 0 totalExercise: $21.69From: 2018-03-05Exp: 2022-02-12→ Common Stock (12,058 underlying) - Disposition to Issuer
Stock Option
2021-03-17−10,237→ 0 totalExercise: $16.98Exp: 2024-02-13→ Common Stock (10,237 underlying)
Footnotes (6)
- [F1]This amount includes 83,443 shares of common stock of QEP Resources, Inc. ("QEP") subject to restricted stock awards.
- [F2]On March 17, 2021, pursuant to the Agreement and Plan of Merger dated as of December 20, 2020 (the "Merger Agreement"), by and among Diamondback Energy, Inc. ("Diamondback"), Bohemia Merger Sub Inc., a wholly owned subsidiary of Diamondback ("Merger Sub"), and QEP, Merger Sub merged with and into QEP (the "Merger") with QEP surviving the Merger as a wholly-owned subsidiary of Diamondback. Pursuant to the Merger Agreement, each share of QEP common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (subject to certain exceptions) was converted into the right to receive 0.05 shares of Diamondback common stock (the "Exchange Ratio").
- [F3]Pursuant to the Merger Agreement, at the Effective Time, any shares of QEP common stock subject to restricted stock awards were converted into a number of time-based restricted shares of Diamondback common stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of QEP common stock subject to such award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each unvested award of performance share units denominated in shares of QEP common stock that was outstanding immediately prior to the Effective Time was converted into time-based restricted stock units in respect of that number of shares of Diamondback common stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of QEP common stock subject to such award immediately prior to the Effective Time that would have been earned under the applicable terms of such award based upon the higher of (A) 100% of the target level of performance and (B) actual performance through the closing date (as determined by the compensation committee of QEP's board of directors) multiplied by (ii) the Exchange Ratio.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of QEP common stock that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled without any payment or other consideration required to be made in respect thereof.
- [F6]The option vested in three annual installments beginning on March 5, 2018, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
Documents
Issuer
QEP RESOURCES, INC.
CIK 0001108827
Entity typeother
Related Parties
1- filerCIK 0001602075
Filing Metadata
- Form type
- 4
- Filed
- Mar 16, 8:00 PM ET
- Accepted
- Mar 17, 8:23 PM ET
- Size
- 16.2 KB