4//SEC Filing
Martinet Nicole L 4
Accession 0001104659-23-088222
CIK 0000077877other
Filed
Aug 6, 8:00 PM ET
Accepted
Aug 7, 12:54 PM ET
Size
16.5 KB
Accession
0001104659-23-088222
Insider Transaction Report
Form 4
PDC ENERGY, INC.PDCE
Martinet Nicole L
SVP, General Counsel & Sec.
Transactions
- Disposition to Issuer
Common Stock
2023-08-07−57,755→ 0 total - Disposition to Issuer
Restricted Stock Units
2023-08-07−25,077→ 0 total - Disposition to Issuer
Performance Shares (2021)
2023-08-07−22,176→ 0 total→ PDC Common Stock (22,176 underlying) - Disposition to Issuer
Performance Shares (2022)
2023-08-07−11,201→ 0 total→ PDC Common Stock (11,201 underlying) - Disposition to Issuer
Performance Shares (2023)
2023-08-07−10,217→ 0 total→ PDC Common Stock (10,217 underlying)
Footnotes (5)
- [F1]On August 7, 2023, pursuant to the Agreement and Plan of Merger dated as of May 21, 2023 (the "Merger Agreement"), by and among Chevron Corporation ("Chevron"), Bronco Merger Sub Inc. ("Merger Sub") and PDC Energy, Inc. ("PDC"), Merger Sub merged with and into PDC (the "Merger"), with PDC surviving the Merger as a direct, wholly-owned subsidiary of Chevron. Pursuant to the Merger Agreement, each share of PDC common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.4638 of a share of Chevron common stock. On August 4, 2023 (the day prior to the Merger), the closing price of one share of Chevron common stock was $159.31.
- [F2]Pursuant to the Merger Agreement, each award of restricted stock units of PDC other than awards held by non-employee members of the Board of Directors of PDC, whether or not vested (each a "PDC RSU Award"), was converted into a restricted stock unit award, on the same terms and conditions as were applicable under such PDC RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC RSU Award immediately prior to the effective time of the Merger by (ii) 0.4638.
- [F3]Each award of performance share units (each, a "PDC PSU Award") represented a contingent right to receive a share of PDC common stock based upon certain performance goals or metrics. The amount reported represented the "target" number. Pursuant to the Merger Agreement, each PDC PSU Award granted in 2021, whether or not vested, became fully vested and converted into the right to receive, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such 2021 PDC PSU Award immediately prior to the effective time of the Merger (with the performance-based vesting conditions applicable to such PDC PSU Award determined in accordance with the terms of the Merger Agreement, which performance was determined to be 233% of target) by (ii) 0.4638.
- [F4]Each PDC PSU Award represented a contingent right to receive a share of PDC common stock based upon certain performance goals or metrics. The amount reported represented the "target" number.
- [F5]Pursuant to the Merger Agreement, each PDC PSU Award granted in 2022 or 2023 was converted into an award, on the same terms and conditions as were applicable under such PDC PSU Award immediately prior to the effective time of the Merger (other than any performance-based vesting conditions), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU Award immediately prior to the effective time of the Merger (with the performance-based vesting conditions applicable to such PDC PSU Award determined in accordance with the terms of the Merger Agreement, which performance was determined to be 233% of target for PDC PSU Awards granted in 2022 and 240% of target for PDC PSU Awards granted in 2023) by (ii) 0.4638.
Documents
Issuer
PDC ENERGY, INC.
CIK 0000077877
Entity typeother
Related Parties
1- filerCIK 0001764235
Filing Metadata
- Form type
- 4
- Filed
- Aug 6, 8:00 PM ET
- Accepted
- Aug 7, 12:54 PM ET
- Size
- 16.5 KB