4//SEC Filing
Gatto Joseph C. Jr. 4
Accession 0000928022-24-000109
CIK 0000928022other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 4:29 PM ET
Size
16.4 KB
Accession
0000928022-24-000109
Insider Transaction Report
Form 4
Gatto Joseph C. Jr.
SR VP - Corporate Finance
Transactions
- Disposition to Issuer
2023 Market Stock Units
2024-04-01−100,000→ 0 total→ Common Stock (100,000 underlying) - Disposition to Issuer
Common Stock
2024-04-01−134,323→ 0 total - Disposition to Issuer
RSU - Stock
2024-04-01−259,080→ 0 total→ Common Stock (259,080 underlying)
Footnotes (3)
- [F1]On April 1, 2024, pursuant to the Agreement and Plan of Merger, dated as of January 3, 2024 (the "Merger Agreement"), by and between APA Corporation ("APA"), Astro Comet Merger Sub Corp., a wholly owned subsidiary of APA ("Merger Sub"), and Callon Petroleum Company (the "Company"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving and continuing as the surviving corporation in the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of common stock of Callon (other than Excluded Shares (as defined in the Merger Agreement)) converted into the right to receive, without interest, 1.0425 shares (the "Exchange Ratio") of common stock of APA, with cash in lieu of fractional shares. The closing price per share of APA common stock on the Nasdaq Global Select Market on March 28, 2024, the day prior to the Effective Time, was $34.38.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each Company restricted stock unit relating to Company common stock ("Company RSU") outstanding as of immediately prior to the Effective Time was assumed by APA and converted into a number of restricted stock units with respect to shares of APA common stock (such restricted stock unit, a "Converted RSU") equal to the product of the number of shares of Company common stock subject to such Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded to the nearest number of whole shares. Each such Converted RSU will continue to be governed by the same terms and conditions as were applicable to the corresponding Company RSU immediately prior to the Effective Time.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each market stock unit (each, a "Company MSU") was assumed by APA and converted into a number of Converted RSUs equal to the product of the target performance level multiplied by the Exchange Ratio, rounded to the nearest number of whole shares. Each such Converted RSU will continue to be governed by the same terms and conditions as were applicable to the corresponding Company MSU immediately prior to the Effective Time.
Issuer
Callon Petroleum Co
CIK 0000928022
Entity typeother
Related Parties
1- filerCIK 0001546647
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 4:29 PM ET
- Size
- 16.4 KB