Vlasic Michael Andrew 4
4 · GEORESOURCES INC · Filed Aug 3, 2012
Insider Transaction Report
Form 4
GEORESOURCES INCGEOI
Vlasic Michael Andrew
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2012-08-01−14,023→ 0 total - Disposition to Issuer
Common Stock
2012-08-01−3,000→ 0 total - Disposition to Issuer
Common Stock
2012-08-01−2,986,893→ 0 total(indirect: By LLC) - Tax Payment
Common Stock
2012-08-01$33.46/sh−5,081$170,010→ 14,919 total - Exercise/Conversion
Common Stock
2012-08-01$10.00/sh+20,000$200,000→ 20,000 total - Tax Payment
Common Stock
2012-08-01$33.46/sh−5,977$199,990→ 14,023 total - Exercise/Conversion
Stock Option (right to buy)
2012-08-01−20,000→ 0 totalExercise: $10.00Exp: 2019-02-02→ Common Stock (20,000 underlying) - Disposition to Issuer
Common Stock
2012-08-01−288,265→ 0 total(indirect: By GRAT) - Exercise/Conversion
Common Stock
2012-08-01$8.50/sh+20,000$170,000→ 20,000 total - Disposition to Issuer
Common Stock
2012-08-01−14,919→ 0 total - Exercise/Conversion
Stock Option (right to buy)
2012-08-01−20,000→ 0 totalExercise: $8.50Exp: 2019-02-02→ Common Stock (20,000 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of April 24, 2012 and as amended June 22, 2012 (the "Merger Agreement"), by and among GeoResources, Inc. ("GeoResources"), Halcon Resources Corporation ("Halcon"), Leopard Sub I, Inc.("Merger Sub") and Leopard Sub II, LLC ("Second Merger Sub"), Merger Sub merged with and into GeoResources (the "Merger"). Upon the effective time of the Merger, each share of GeoResources common stock was cancelled and exchanged for (i) $20.00 in cash, without interest, and (ii) 1.932 shares of Halcon common stock. The closing price of Halcon common stock on the date immediately prior to the effective date was $6.60.
- [F2]Mr. Vlasic disclaims beneficial ownership of the shares of the Issuer held by VILLCo Energy, L.L.C. ("VILLCo Energy") and the GRAT in excess of his respective pecuniary interests therein.
- [F3]The shares reported by the GRAT represent the shares allocable to Mr. Vlasic of the shares reported in this Form 4 as beneficially owned by VILLCo Energy.
- [F4]This option was scheduled to vest in four equal annual installments beginning February 3, 2010. The option fully vested immediately prior to the effective time of the Merger.
- [F5]This option was scheduled to vest in four equal annual installments beginning February 3, 2010. The option fully vested immediately prior to the effective time of the Merger
- [F6]The manager of VILLCo Energy is VILLCo Services, L.L.C. ("VILLCo Services"), a Michigan limited liability company. The manager of VILLCo Services is VILLCo Management, L.L.C. ("VILLCo Management"), a Michigan limited liability company. The managers of VILLCo Management are Michael A. Vlasic, James J. Vlasic, William J. Vlasic, Richard R. Vlasic, and Paul A. Vlasic (the "Vlasics"). Under the VILLCo Management operating agreement, Michael Vlasic, as the executive manager thereof, has the power to vote the shares of common stock of GeoResources held by VILLCo Energy. The Vlasics, as the managers of VILLCo Management, by majority vote, have the power to dispose of the common stock of GeoResources held by VILLCo Energy.