4//SEC Filing
Juniper Capital II GP, L.P. 4
Accession 0000899243-21-039774
CIK 0000077159other
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 7:48 PM ET
Size
10.8 KB
Accession
0000899243-21-039774
Insider Transaction Report
Form 4
Juniper Capital II GP, L.P.
10% Owner
Transactions
- Other
Series A Preferred Stock
2021-10-06−54,061.41→ 0 total(indirect: See footnote)From: 2021-07-14→ Class A Common Stock (54,061.41 underlying) - Other
Class B Common Stock
2021-10-06+5,406,141→ 5,406,141 total(indirect: See footnote)From: 2021-07-14→ Class A Common Stock (5,406,141 underlying)
Footnotes (6)
- [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") 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"), pursuant to the Contribution and Exchange Agreement, dated October 6, 2021. RCR 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 (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 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 5.
- [F4]The Reporting Person is the sole general partner of Juniper Capital II, L.P., a Delaware limited partnership and investment fund that controls RCR and owns a majority of the membership interests in RCR. The Reporting Person disclaims beneficial ownership in the securities except to the extent of its pecuniary interest therein.
- [F5]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.
- [F6]N/A.
Documents
Issuer
PENN VIRGINIA CORP
CIK 0000077159
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001839104
Filing Metadata
- Form type
- 4
- Filed
- Oct 7, 8:00 PM ET
- Accepted
- Oct 8, 7:48 PM ET
- Size
- 10.8 KB