4//SEC Filing
Hamm Hilary Honor 4
Accession 0000899243-22-036790
CIK 0000732834other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 5:31 PM ET
Size
9.1 KB
Accession
0000899243-22-036790
Insider Transaction Report
Form 4
Hamm Hilary Honor
10% OwnerOther
Transactions
- Other
Common Stock
2022-11-22−1,449→ 0 total - Other
Common Stock
2022-11-22−28,416,733→ 0 total(indirect: By Trust)
Footnotes (4)
- [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, of the Issuer held by the Reporting Person (the "Rollover Shares") 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 Rollover Shares held by the Reporting Person.
- [F2](Continued from Footnote 1) The number of Rollover Shares reported includes 1,449 Company RS Awards. Pursuant to the terms of the Merger Agreement, each unvested restricted stock award (a "Company RS Award") issued under the Issuer's long-term incentive compensation plans that was outstanding immediately prior to the effective time of the Merger was replaced with a restricted stock unit award covering the same number of shares of the surviving corporation as the number of Rollover Shares covered by the Company RS Award. All of the dispositions of Rollover 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-7 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) 5,507,764 Rollover Shares held by the 2015 Hilary Honor Hamm Trust I; and (ii) 22,908,969 Rollover Shares held by the 2015 Hilary Honor Hamm Trust II, which, together with the Reporting Person, are members of a "group" for purposes of Section 13(d) of the Exchange Act.
Documents
Issuer
CONTINENTAL RESOURCES, INC
CIK 0000732834
Entity typeother
Related Parties
1- filerCIK 0001898945
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 5:31 PM ET
- Size
- 9.1 KB