4//SEC Filing
Olle Thomas H 4
Accession 0000899243-21-039525
CIK 0001661920other
Filed
Oct 6, 8:00 PM ET
Accepted
Oct 7, 6:10 AM ET
Size
9.5 KB
Accession
0000899243-21-039525
Insider Transaction Report
Form 4
Olle Thomas H
SVP Operations
Transactions
- Disposition to Issuer
Common Stock
2021-10-05−1,111→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-10-05−6,250→ 0 total→ Common Stock (6,250 underlying)
Footnotes (4)
- [F1]On October 5, 2021, pursuant to the Agreement and Plan of Merger dated as of July 10, 2021 (the "Merger Agreement"), by and among Penn Virginia Corporation ("Penn Virginia"), Lonestar Resources US Inc. ("Lonestar") and the other parties thereto, Upsilon Merger Sub Inc. merged with and into Lonestar (the "First Merger"), with Lonestar surviving the First Merger as the surviving corporation (the "Surviving Corporation"), and following the First Merger, the merger of the Surviving Corporation with and into Pi Merger Sub LLC ("Merger Sub LLC"), with Merger Sub LLC continuing as the surviving entity. Pursuant to the Merger Agreement, each share of Lonestar common stock issued and outstanding immediately prior to the effective time of the First Merger was converted into the right to receive 0.51 shares of Penn Virginia common stock (the "Exchange Ratio").
- [F2](Continued from footnote 1) On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32.
- [F3]Each restricted stock unit ("RSU") represented the right to receive one share of Lonestar common stock. Pursuant to the Merger Agreement, each RSU of Lonestar outstanding as of immediately prior to the effective time of the First Merger became fully vested and was cancelled and converted into the right to receive a number of shares of Penn Virginia common stock obtained by multiplying (A) the number of shares of Lonestar common stock subject to such RSU as of immediately prior to the effective time of the First Merger, by (B) the Exchange Ratio, less applicable tax withholdings. On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32.
- [F4]These awards of RSUs, which vested in full pursuant to the Merger Agreement, consisted of (i) 3,750 total time-based RSUs which provided for vesting with respect to (x) one-third of the time-based RSUs on April 13, 2020, and (y) one-third of the remaining time-based RSUs on each of the first three anniversaries of December 31, 2020 and (ii) 3,750 total performance-based RSUs which provided for vesting with respect to one-third of the total performance-based RSUs on each of the first three anniversaries of December 31, 2020, subject to achievement of the applicable performance goals.
Documents
Issuer
Lonestar Resources US Inc.
CIK 0001661920
Entity typeother
Related Parties
1- filerCIK 0001679001
Filing Metadata
- Form type
- 4
- Filed
- Oct 6, 8:00 PM ET
- Accepted
- Oct 7, 6:10 AM ET
- Size
- 9.5 KB