4//SEC Filing
Helm Michael S. 4
Accession 0001193125-25-325085
CIK 0001705873other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 5:16 PM ET
Size
14.5 KB
Accession
0001193125-25-325085
Insider Transaction Report
Form 4
Helm Michael S.
VP, CAO
Transactions
- Exercise/Conversion
2023 Restricted Stock Units
2025-12-18+6,726→ 147,795 total - Disposition to Issuer
Common Stock
2025-12-18−147,795→ 0 total - Exercise/Conversion
2023 Restricted Stock Units
2025-12-18−6,726→ 0 total→ Common Stock (6,726 underlying) - Disposition to Issuer
2024 Restricted Stock Units
2025-12-18−21,662→ 0 total→ Common Stock (21,662 underlying) - Disposition to Issuer
2025 Restricted Stock Units
2025-12-18−28,324→ 0 total→ Common Stock (28,324 underlying)
Footnotes (4)
- [F1]On December 18, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated September 14, 2025 (the "Merger Agreement"), by and among Berry Corporation (bry) (the "Issuer"), California Resources Corporation ("CRC"), and Dornoch Merger Sub, LLC ("Merger Sub") were consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of CRC (the "Merger").
- [F2]Pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $0.001 per share ("Berry Common Stock"), beneficially owned by the Reporting Person at the effective time of the Merger (the "Effective Time") was converted into the right to receive 0.0718 (the "Exchange Ratio") shares of common stock, par value $0.01 per share, of CRC ("CRC Common Stock"), with cash paid in lieu of the issuance of fractional shares (the "Merger Consideration").
- [F3]Pursuant to the Merger Agreement, each outstanding restricted stock unit not subject to performance-based vesting conditions ("RSU") that accelerated at the Effective Time in accordance with its terms ("Single Trigger RSU") was cancelled in exchange for an amount in cash equal to the number of shares of Berry Common Stock subject to such Single Trigger RSU multiplied by the product of (a) $47.21 (the VWAP per share of CRC Common Stock for the 15 consecutive trading days ending on and including the second full trading day prior to the Effective Time in accordance with the Merger Agreement) and (b) the Exchange Ratio.
- [F4]Pursuant to the Merger Agreement, each outstanding RSU that is not a Single Trigger RSU ("Double Trigger RSU") was canceled in exchange for a restricted stock unit of CRC denominated in a number of shares of CRC Common Stock equal to the product of (x) the number of shares of Berry Common Stock subject to such Double Trigger RSU multiplied by (y) the Exchange Ratio and remains subject to the same terms and conditions (including vesting terms) as were applicable prior to the Effective Time.
Documents
Issuer
Berry Corp (bry)
CIK 0001705873
Entity typeother
Related Parties
1- filerCIK 0001622068
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 5:16 PM ET
- Size
- 14.5 KB