4//SEC Filing
Rimer Charles J. 4
Accession 0001104659-22-077352
CIK 0001255474other
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 4:23 PM ET
Size
25.1 KB
Accession
0001104659-22-077352
Insider Transaction Report
Form 4
Rimer Charles J.
Chief Operating Officer
Transactions
- Disposition to Issuer
Restricted Stock Units - Extended Vesting 2021
2022-07-01−33,200→ 0 total→ Common Stock (33,200 underlying) - Disposition to Issuer
Performance Share Units (Relative) 2022
2022-07-01−6,152→ 0 total→ Common Stock (6,152 underlying) - Disposition to Issuer
Warrants to Purchase Shares of Common Stock
2022-07-01−3,482→ 0 total→ Common Stock (3,482 underlying) - Disposition to Issuer
Common Stock, par value $0.001 per share ("Common Stock")
2022-07-01−34,775→ 0 total - Disposition to Issuer
Restricted Stock Units 2021
2022-07-01−16,315→ 0 total→ Common Stock (16,315 underlying) - Disposition to Issuer
Performance Share Units (Absolute) 2022
2022-07-01−6,152→ 0 total→ Common Stock (6,152 underlying) - Disposition to Issuer
Restricted Stock Units 2022
2022-07-01−8,204→ 0 total→ Common Stock (8,204 underlying) - Disposition to Issuer
Performance Share Units (Absolute) 2021
2022-07-01−18,354→ 0 total→ Common Stock (18,354 underlying) - Disposition to Issuer
Performance Share Units (Relative) 2021
2022-07-01−18,354→ 0 total→ Common Stock (18,354 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger, dated March 7, 2022 (as it may be amended or supplemented from time to time, the "Merger Agreement"), by and among Oasis Petroleum Inc., a Delaware corporation ("Oasis"), Ohm Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Oasis ("Merger Sub"), New Ohm LLC, a Delaware limited liability company and a wholly owned subsidiary of Oasis, and Whiting Petroleum Corporation, a Delaware corporation ("Whiting").
- [F2]Pursuant to the Merger Agreement, on July 1, 2022 (the "Company Merger Effective Time"), Merger Sub merged with and into Whiting (the "Company Merger"), with Whiting continuing its existence as the surviving corporation following the Company Merger as a direct, wholly owned subsidiary of Oasis. Pursuant to the Merger Agreement, any outstanding unvested restricted stock unit ("RSUs") were assumed by Oasis and converted into the right to receive an RSU of Oasis exchangeable for shares of common stock, par value $0.01 per share ("Oasis Common Stock"), of Oasis. The Merger Agreement was filed by Whiting on March 7, 2022, as Exhibit 2.1 to its Current Report on Form 8-K.
- [F3]Pursuant to the Merger Agreement, at the Company Merger Effective Time, the performance vesting conditions of each performance stock unit ("PSU") award of Whiting were deemed satisfied based on the greater of (1) the target number of PSUs and (2) achievement of the applicable performance criteria based on a truncated performance period ending immediately prior to the Company Merger Effective Time, with such number of PSUs assumed by Oasis and converted into a right to receive the Merger Consideration upon satisfaction of the original continued service vesting conditions applicable to such PSUs. Based on this performance criteria Whiting expects the PSUs (Absolute) to vest at 200%.
- [F4]Pursuant to the terms of the Merger Agreement, each of the Reporting Person's outstanding warrants to purchase shares of Common Stock ("Warrants") was assumed by Oasis at the Company Merger Effective Time on nearly equivalent terms and conditions, (i) except that the number of shares of Oasis Common Stock subject to such Warrant was adjusted by the exchange ratio and (ii) the exercise price of such Warrant was reduced by the cash consideration and adjusted by the exchange ratio.
Documents
Issuer
WHITING PETROLEUM CORP
CIK 0001255474
Entity typeother
Related Parties
1- filerCIK 0001575480
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 4:23 PM ET
- Size
- 25.1 KB