4//SEC Filing
GAZULIS THEODORE 4
Accession 0001144204-19-012397
CIK 0001469510other
Filed
Mar 4, 7:00 PM ET
Accepted
Mar 5, 8:13 PM ET
Size
20.1 KB
Accession
0001144204-19-012397
Insider Transaction Report
Form 4
GAZULIS THEODORE
Senior VP, CFO
Transactions
- Disposition to Issuer
Common Stock
2019-03-01−262,088→ 0 total - Disposition to Issuer
Common Stock
2019-03-01−1,000→ 0 total(indirect: See footnote) - Disposition to Issuer
Performance Share Rights
2019-03-01−17,211→ 0 totalExp: 2020-03-08→ Common Stock (17,211 underlying) - Disposition to Issuer
Performance Share Rights
2019-03-01−23,280→ 0 totalExp: 2021-03-08→ Common Stock (23,280 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2019-03-01−17,126→ 0 totalExercise: $2.92Exp: 2026-02-17→ Common Stock (17,126 underlying) - Disposition to Issuer
Stock Appreciation Rights
2019-03-01−51,305→ 0 totalExercise: $2.92→ Common Stock (51,305 underlying)
Footnotes (10)
- [F1]Includes 70,313 shares of Resolute restricted stock, including shares surrendered to Resolute Energy Corporation ("Resolute") to cover tax withholding obligations of the Reporting Person pursuant to Resolute's 2009 Performance Incentive Stock Plan (the "Incentive Plan') upon the vesting of the Resolute restricted stock that vested pursuant to the Merger Agreement (as defined in footnote 3) as described in footnote 3. Also includes 109,638 shares of Resolute common stock held by the Reporting Person in a revocable trust, 8,782 shares held in a custodial account and 2,000 shares held in a joint account.
- [F10]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Resolute's common stock became fully vested (to the extent not already vested) and automatically cancelled and converted into the right of the Reporting Person to receive the Merger Consideration (in the form set forth in their election and subject to the proration procedures) based on the excess of (i) $35.00 minus (ii) $2.915 (less required withholdings).
- [F2]Consists of 1,000 shares of Resolute common stock held in an IRA FBO George Gazulis, Theodore Gazulis, beneficiary.
- [F3]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2018, by and among Resolute ("Resolute"), Cimarex Energy Co. ("Cimarex") and two direct wholly owned subsidiaries of Cimarex, at the effective time of the merger (the "Effective Time"), each share of Resolute's common stock, par value $0.0001 per share, held by the Reporting Person converted into, at such Reporting Person's election, (i) an amount in cash equal to $14.00, without interest, and 0.2366 shares of common stock of Cimarex, par value $0.01 per share; (ii) an amount of cash equal to $35.00, without interest; or (iii) 0.3943 shares of Cimarex common stock, subject to proration as provided in the Merger Agreement (the "Merger Consideration").
- [F4]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each Resolute restricted share held by the Reporting Person became fully vested and all restrictions thereon lapsed (with any performance-based vesting deemed satisfied at the maximum level), and the Reporting Person had the right to receive the Merger Consideration in the form set forth in their election (less required withholdings), subject to the proration procedures.
- [F5]Each Resolute performance share right represents a right to receive the target number of shares of Resolute's common stock. The Resolute performance share rights vest upon achievement of specified thresholds of cumulative total shareholder return (TSR) compared to certain peers. Vesting occurs in three annual installments commencing March 8, 2018 through March 8, 2020.
- [F6]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each Resolute performance share right held by the Reporting Person became fully vested and earned (with any performance-based vesting deemed satisfied at the maximum level), and automatically cancelled and converted into the right of the Reporting Person to receive the Merger Consideration in the form set forth in their election (less required withholdings), subject to the proration procedures. Includes shares surrendered to Resolute to cover tax withholding obligations of the Reporting Person pursuant to the Incentive Plan upon the vesting of the Resolute performance share rights that vested pursuant to the Merger Agreement as described in footnote 3.
- [F7]Each Resolute performance share right represents a right to receive the target number of shares of Resolute's common stock. The Resolute performance share rights vest upon achievement of specified thresholds of cumulative TSR compared to certain peers. Vesting occurs in three annual installments commencing March 8, 2019 through March 8, 2021.
- [F8]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Resolute stock appreciation right (SAR) became fully vested (to the extent not already vested) and automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of Resolute common stock subject to such Resolute SAR immediately prior to the effective time multiplied by (ii) the excess of (A) $35.00 minus (B) $2.915 (less any required withholdings).
- [F9]Each Resolute SAR will terminate and may no longer be exercised upon the earlier to occur of (i) discontinuance of the reporting person's services (other than qualified retirement), or (ii) upon expiration of the SAR agreement on February 17, 2026.
Documents
Issuer
Cimarex Resolute LLC
CIK 0001469510
Entity typeother
Related Parties
1- filerCIK 0001472618
Filing Metadata
- Form type
- 4
- Filed
- Mar 4, 7:00 PM ET
- Accepted
- Mar 5, 8:13 PM ET
- Size
- 20.1 KB