White William Kemper 4
4 · Cimarex Resolute LLC · Filed Mar 5, 2019
Insider Transaction Report
Form 4
White William Kemper
Director
Transactions
- Disposition to Issuer
Common Stock
2019-03-01−19,428→ 0 total - Disposition to Issuer
Stock Appreciation Rights
2019-03-01−20,833→ 0 totalExercise: $2.65→ Common Stock (20,833 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2018, by and among 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.
- [F2]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) $2.65 (less any required withholdings).
- [F3]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, or (ii) upon expiration of the SAR agreement on February 17, 2026.