4//SEC Filing
Lambertz Shelly 4
Accession 0000899243-22-036723
CIK 0000732834other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 4:31 PM ET
Size
12.8 KB
Accession
0000899243-22-036723
Insider Transaction Report
Form 4
Lambertz Shelly
Director
Transactions
- Disposition to Issuer
Common Stock
2022-11-22−28,426,702→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-11-22−140,513→ 0 total - Disposition to Issuer
Common Stock
2022-11-22−1,888→ 0 total(indirect: By Children) - Disposition to Issuer
Common Stock
2022-11-22−2,300→ 0 total(indirect: By Spouse)
Footnotes (5)
- [F1]On November 22, 2022 (the "Closing Date"), Omega Acquisition, Inc., an Oklahoma corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation, pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and between the Issuer and Merger Sub. On the Closing Date and in connection with the consummation of the Merger, all shares of common stock, par value $0.01 per share (the "Shares"), of the Issuer held by the Reporting Person outstanding immediately prior to the effective time of the Merger converted into an identical number of newly issued shares of the surviving corporation having identical rights to the previously existing Shares held by the Reporting Person.
- [F2](Continued from Footnote 1) The number of Shares reported includes 111,169 Company RS Awards. Pursuant to the terms of the Merger Agreement, Shares held by the Reporting Person underlying unvested restricted stock awards (each, a "Company RS Award") issued under the Issuer's long-term incentive compensation plans are treated as Shares and were replaced with a restricted stock unit award covering the same number of shares of the surviving corporation as the number of Shares covered by the Company RS Award. All of the dispositions of Shares reported on this Form 4 are exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-3(e) of the Exchange Act.
- [F3]Securities held in trusts for which the Reporting Person serves as trustee or co-trustee. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- [F4]Includes (i) 83,658 Shares held by the Shelly Glenn Lambertz Succession Trust, (ii) 5,380,561 Shares held by the 2015 Shelly Glenn Lambertz Trust I and (iii) 22,962,483 Shares held by the 2015 Shelly Glenn Lambertz Trust II, , which, together with the Reporting Person, are members of a "group" for purposes of Section 13(d) of the Exchange Act.
- [F5]The Reporting Person manages 1,888 Shares held in a custodial account as custodian for her son, Zachary Richard Lambertz.
Documents
Issuer
CONTINENTAL RESOURCES, INC
CIK 0000732834
Entity typeother
Related Parties
1- filerCIK 0001740754
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 4:31 PM ET
- Size
- 12.8 KB