4//SEC Filing
Geiser Edward 4
Accession 0000899243-21-039773
CIK 0000077159other
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 7:47 PM ET
Size
12.2 KB
Accession
0000899243-21-039773
Insider Transaction Report
Form 4
Geiser Edward
Director10% Owner
Transactions
- Other
Series A Preferred Stock
2021-10-06−225,489.98→ 0 total(indirect: See Footnote)From: 2021-07-14→ Class A Common Stock (225,489.98 underlying) - Other
Class B Common Stock
2021-10-06+22,548,998→ 22,548,998 total(indirect: See Footnote)From: 2021-07-14→ Class A Common Stock (22,548,998 underlying)
Footnotes (8)
- [F1]On January 15, 2021, Rocky Creek Resources, LLC, a Delaware limited liability company ("RCR"), 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") and JSTX Holdings LLC, a Delaware limited liability company ("JSTX"), was issued 171,428.57 shares of Series A Preferred Stock and 17,142,857 Common Units of the Partnership, pursuant to the Contribution Agreement dated November 2, 2020 (the "Contribution Agreement"). On June 2, 2021, RCR received 8.89 shares of Series A Preferred Stock and 889 Common Units pursuant to customary post-closing adjustments set forth in the Contribution Agreement.
- [F2]On October 6, 2021, the Issuer renamed its common stock, par value $0.01, to Class A Common Stock, par value $0.01 per share (the "Class A Common Stock").
- [F3]On October 6, 2021, RCR exchanged its 54,061.41 shares of Series A Preferred Stock for 5,406,141 shares of Class B Common Stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") and JSTX exchanged its 171,428.57 shares of Series A Preferred Stock for 17,142,857 shares of Class B Common Stock, pursuant to the Contribution and Exchange Agreement, dated October 6, 2021. Each of RCR and JSTX may elect to have each Common Unit, together with 1 share of Class B Common Stock, held by it, redeemed at any time for, at the Partnership's option, either (a) one share of Class A Common Stock or
- [F4](Continued from Footnote 3) (b) a cash payment equal to the average of the volume-weighted closing price of one share of Class A Common Stock for the five trading days prior to the date RCR or JSTX, as applicable, delivers a notice of redemption for each Common Unit and each share of Class B Common Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications), subject to customary holdbacks for any pending indemnification claims as noted in Note 7.
- [F5]JSTX is wholly owned by Juniper Capital III, L.P., a Delaware limited partnership ("Fund III"), and Juniper Phoenix Partners, L.P., a Delaware limited partnership ("Phoenix"). Juniper Capital III GP, L.P, a Delaware limited partnership ("Fund III GP"), is the sole general partner of each of Fund III and Phoenix. Mr. Geiser, indirectly, is the sole owner of Fund III GP. RCR is controlled by Juniper Capital II, L.P., a Delaware limited partnership and investment fund ("Fund II"), and Fund II owns a majority of the membership interests in RCR. Juniper Capital II GP, L.P., a Delaware limited partnership ("Fund II GP"), is the sole general partner of Fund II. Mr. Geiser, indirectly, is the sole owner of Fund II GP.
- [F6]Mr. Geiser, as the indirect, sole owner of the general partners of Fund III, Phoenix and Fund II, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by JSTX and RCR. Mr. Geiser disclaims beneficial ownership of the shares held by each of JSTX and RCR except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F7]Represents the total number of shares of Class A Common Stock underlying the shares of Class B Common Stock and Common Units issued to RCR, including the 247,950 Common Units and 247,950 shares of Class B Common Stock that are held in a restricted account for indemnification claims. Subject to customary holdbacks for any pending indemnification claims, such shares will be disbursed on January 15, 2022.
- [F8]N/A.
Documents
Issuer
PENN VIRGINIA CORP
CIK 0000077159
Entity typeother
Related Parties
1- filerCIK 0001839074
Filing Metadata
- Form type
- 4
- Filed
- Oct 7, 8:00 PM ET
- Accepted
- Oct 8, 7:47 PM ET
- Size
- 12.2 KB