4//SEC Filing
Fairchild George W Jr 4
Accession 0001246360-19-000599
CIK 0000912750other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 6:21 PM ET
Size
13.9 KB
Accession
0001246360-19-000599
Insider Transaction Report
Form 4
Fairchild George W Jr
Controller
Transactions
- Award
common stock
2019-02-13+25,238→ 65,978 total - Award
common stock
2019-02-13+7,570→ 73,548 total - Disposition to Issuer
common stock
2019-02-13−48,506→ 25,042 total - Disposition to Issuer
common stock
2019-02-13$17.36/sh−7,570$131,415→ 17,472 total - Tax Payment
common stock
2019-02-13$17.28/sh−13,078$225,955→ 4,394 total - Disposition to Issuer
common stock
2019-02-13−4,394→ 0 total
Footnotes (4)
- [F1]On February 13, 2019, pursuant to the Agreement and Plan of Merger dated as of October 31, 2018 (Merger Agreement), by and among Encana Corporation (Encana), Neapolitan Merger Corp. (Merger Sub), and Newfield Exploration Company (Newfield), Merger Sub merged with and into Newfield (Merger) with Newfield surviving the Merger as a wholly-owned subsidiary of Encana. Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, each performance stock unit was deemed to have been achieved at maximum levels by the reporting person based upon certification by the Compensation Committee.
- [F2]Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, all outstanding Newfield time-based restricted stock units with a cash settlement feature were cancelled and each holder was entitled to receive, on a fully vested basis, for each such restricted stock unit, a cash payment of equivalent value to the merger consideration, as described in the Merger Agreement, based on the volume weighted averages of the trading price of Encana common shares on each of the five consecutive trading days ending on the trading day that is three trading days prior to the Effective Time of the Merger. The settlement value of each cash settled restricted stock unit was $17.36.
- [F3]Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, each share of Newfield common stock issued and outstanding was converted into the right to receive 2.6719 Encana common shares.
- [F4]Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, the outstanding awards of Newfield stock-settled restricted stock units were cancelled and each holder of such restricted stock units were entitled to receive, on a fully-vested basis for each such restricted stock unit, the merger consideration, as described in the Merger Agreement and in note (3) above. There was no purchase price.
Documents
Issuer
NEWFIELD EXPLORATION CO /DE/
CIK 0000912750
Entity typeother
Related Parties
1- filerCIK 0001556102
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 6:21 PM ET
- Size
- 13.9 KB