| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Crescent Energy Co [ CRGY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/30/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 07/30/2024 | A | 191,737 | A | (1)(2)(3)(4)(5) | 191,737 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On July 30, 2024 (the "Closing Date"), pursuant to an Agreement and Plan of Merger, dated as of May 15, 2024, by and among Crescent Energy Company (the "Issuer"), SilverBow Resources, Inc. ("SilverBow"), Artemis Acquisition Holdings Inc. ("Artemis Holdings"), Artemis Merger Sub Inc. ("Merger Sub Inc.") and Artemis Merger Sub II LLC ("Merger Sub LLC"), the Issuer acquired SilverBow through (i) the merger of Merger Sub Inc. with and into SilverBow, with SilverBow surviving the merger as a direct wholly owned subsidiary of the Issuer (the "Initial Merger") and (ii) the merger of SilverBow with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of Artemis Holdings (the "Transaction"). |
| 2. (Continued from Footnote 1) Pursuant to the Merger Agreement, at the effective time of the Initial Merger (the "Effective Time"), (i) each share of SilverBow's common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, pursuant to an election that has been made and not revoked or lost five business days prior to the Closing Date (the "Election Deadline"), one of the following forms of consideration: (A) a combination of 1.866 shares of the Issuer's Class A common stock and $15.31 in cash (the "Mixed Election Consideration"), (B) $38.00 in cash, subject to an aggregate cap of $400,000,000 on the total cash consideration payable, (C) 3.125 shares of the Issuer's Class A common stock (the "Stock Election Consideration"), or (D) in the event of a failure to deliver an election prior to the Election Deadline, the Stock Election Consideration. |
| 3. (Continued from Footnote 2) Prior to the Election Deadline, the Reporting Person elected to receive the Stock Election Consideration in exchange for his shares of SilverBow common stock. As a result, the Reporting Person received 181,656 shares of the Issuer's Class A common stock (the "Consideration Shares") in exchange for shares of SilverBow common stock held by the Reporting Person immediately prior to the Effective Time. |
| 4. (Continued from Footnote 3) Separately, pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit of SilverBow (each a "SilverBow RSU"), whether vested or unvested, became fully vested and was cancelled and converted into the right to receive (a) a cash payment equal to 50% of the number of shares of SilverBow common stock subject to the SilverBow RSU as of immediately prior to the Effective Time multiplied by (ii) $38.00 and (b) a number of shares of the Issuer's Class A common stock equal to (i) 50% of the number of shares of SilverBow common stock subject to the SilverBow RSU as of immediately prior to the Effective Time multiplied by (ii) 3.125 shares of the Issuer's Class A common stock, in each case under (a) and (b), less applicable withholdings for taxes. |
| 5. 5. (Continued from Footnote 4) As of immediately prior to the Effective Time, the Reporting Person beneficially owned 6,452 shares of SilverBow common stock subject to SilverBow RSUs and received 10,081 shares of the Issuer's Class A common stock (the "RSU Shares") pursuant to the terms of the Merger Agreement described in this Footnote 3. The amount reflected in Box 4 reflects the aggregate total of the Consideration Shares and RSU Shares. On July 29, 2024 (the day prior to the Closing Date), the closing price of one share of SilverBow common stock was $36.82, and the closing price of one share of the Issuer's Class A common stock was $11.77. |
| Remarks: |
| /s/ Bo Shi, as attorney-in-fact for Michael Duginski | 08/01/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||