Graham Jay Carlton 4
4 · WildHorse Resource Development Corp · Filed Feb 1, 2019
Insider Transaction Report
Form 4
Graham Jay Carlton
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2019-02-01−885,789→ 0 total - Disposition to Issuer
Common Stock
2019-02-01−1,000→ 0 total(indirect: By Son) - Disposition to Issuer
Common Stock
2019-02-01−1,000→ 0 total(indirect: By Son)
Footnotes (3)
- [F1]On February 1, 2019, pursuant to the Agreement and Plan of Merger dated as of October 29, 2018 (the "Merger Agreement"), by and among WildHorse Resource Development Corporation (the "Company"), Chesapeake Energy Corporation ("Chesapeake") and Coleburn Inc. ("Merger Sub"), as amended, Merger Sub merged with an into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of Chesapeake.
- [F2]Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding prior to the effective time of the Merger owned by the Reporting Person was converted at such time into the right to receive either (i) 5.336 shares of Chesapeake common stock and $3.00 in cash, or (ii) 5.989 shares of Chesapeake common stock, in each case, with cash in lieu for any fractional shares. The closing price per share of Chesapeake common stock on the day prior to the effective date of the merger was $2.85.
- [F3]The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.