4//SEC Filing
Smith Richard H 4
Accession 0001040593-19-000160
CIK 0001040593other
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 1:41 PM ET
Size
27.8 KB
Accession
0001040593-19-000160
Insider Transaction Report
Form 4
Smith Richard H
Vice President - Land
Transactions
- Disposition to Issuer
Performance Share Units
2019-12-20−4,819→ 0 totalExercise: $0.00→ Common Stock (4,819 underlying) - Disposition to Issuer
Stock Appreciation Rights
2019-12-20−22,544→ 0 totalExercise: $27.30Exp: 2021-03-17→ Common Stock (22,544 underlying) - Disposition to Issuer
Stock Appreciation Rights
2019-12-20−39,417→ 0 totalExercise: $10.98Exp: 2026-03-17→ Common Stock (39,417 underlying) - Disposition to Issuer
Performance Share Units
2019-12-20−2,536→ 0 totalExercise: $0.00→ Common Stock (2,536 underlying) - Disposition to Issuer
Stock Appreciation Rights
2019-12-20−18,562→ 0 totalExercise: $26.94Exp: 2022-03-23→ Common Stock (18,562 underlying) - Disposition to Issuer
Stock Appreciation Rights
2019-12-20−29,088→ 0 totalExercise: $14.67Exp: 2025-03-17→ Common Stock (29,088 underlying) - Disposition to Issuer
Common Stock
2019-12-20−99,945→ 0 total - Disposition to Issuer
Performance Share Units
2019-12-20−6,664→ 0 totalExercise: $0.00→ Common Stock (6,664 underlying) - Disposition to Issuer
Restricted Stock Units
2019-12-20−7,167→ 0 totalExercise: $0.00→ Common Stock (7,167 underlying) - Disposition to Issuer
Restricted Stock Units
2019-12-20−27,118→ 0 totalExercise: $0.00→ Common Stock (27,118 underlying) - Disposition to Issuer
Restricted Stock Units
2019-12-20−56,004→ 0 totalExercise: $0.00→ Common Stock (56,004 underlying)
Footnotes (4)
- [F1]On December 20, 2019, pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019, as amended (the "Merger Agreement"), by and between Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. (the "Company"), the Company merged with and into Callon (the "Merger"), with Callon surviving the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time owned by the Reporting Person converted into the right to receive 1.75 shares (the "Exchange Ratio") of Callon common stock, along with cash in lieu of fractional shares. The closing price per share of Callon common stock on the New York Stock Exchange on December 19, 2019, the day prior to the Effective Time, was $4.72.
- [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 cancelled and converted into the vested right to receive the number of shares of Callon common stock equal to the product of (a) the number of shares of Company common stock subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each award of Company performance shares representing the right to receive either Company common stock or the value thereof ("Company Performance Share Award") outstanding as of immediately prior to the Effective Time was cancelled and converted into the vested right to receive the number of shares of Callon common stock equal to the product of (a) the greater of (1) the target number of shares of Company common stock subject to such Company Performance Share Award as of immediately prior to the Effective Time and (2) the number of shares of Company common stock that were earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ended as of the close of the business on December 19, 2019, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each Company stock appreciation right relating to Company common stock ("Company SAR") outstanding as of immediately prior to the Effective Time was cancelled and converted into a stock appreciation right covering shares of Callon common stock ("Callon SAR") with respect to the number of shares of Callon common stock equal to the product of (a) the number of shares of Company common stock subject to such Company SAR as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole share. The exercise price per share of each Callon SAR is equal to the exercise price per share of the applicable Company SAR divided by the Exchange Ratio, rounded up to the nearest whole cent.
Documents
Issuer
CARRIZO OIL & GAS INC
CIK 0001040593
Entity typeother
Related Parties
1- filerCIK 0001309776
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 1:41 PM ET
- Size
- 27.8 KB