Officer Lacy Christopher W converted options into 65,250 shares, covered exercise/tax liability with 25,677 shares, returned 147,129 shares to the company and gifted 14,064 shares, closing all direct ownership in the company (SEC Form 4)
$SWN
Oil & Gas Production
Energy
| 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
SOUTHWESTERN ENERGY CO [ SWN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 10/01/2024 | G(1) | 14,064 | D | $7.11 | 107,556 | D | |||
| Common Stock | 10/01/2024 | M | 65,250 | A | $0 | 172,806 | D | |||
| Common Stock | 10/01/2024 | F(2) | 25,677 | D | $7.11 | 147,129 | D | |||
| Common Stock | 10/01/2024 | D | 147,129 | D | (3) | 0 | 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 | ||||||||
| Restricted Stock Units [2022] | (4) | 10/01/2024 | M | 26,100 | (5) | (5) | Common Stock | 26,100 | (5) | 0 | D | ||||
| Performance Stock Units [2022] | (4) | 10/01/2024 | M | 39,150 | (5) | (5) | Common Stock | 39,150 | (5) | 0 | D | ||||
| Restricted Stock Units [2023& 2024] | (4) | 10/01/2024 | D | 318,314 | (6) | (6) | Common Stock | 318,314 | $0 | 0 | D | ||||
| Performance Stock Units [2023] | (4) | 10/01/2024 | D | 94,456 | (7) | (7) | Common Stock | 94,456 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This transaction involved the reporting person's gift of 14,064 shares of common stock. |
| 2. Represents net share settlement of common stock award to satisfy withholding taxes. |
| 3. In connection with acquisition of Southwestern Energy Company (the "Issuer") by Expand Energy Corporation (formerly known as, Chesapeake Energy Corporation) ("Expand") on October 1, 2024 (the "Closing") the reported shares of Issuer common stock were converted into the right to receive 0.0867 (the "Exchange Ratio") of a share of Expand common stock, with cash in lieu of fractional shares. The closing price per share of Issuer common stock on the Nasdaq Global Select Market on September 30, 2024, the day prior to the Closing was $7.11. |
| 4. Each restricted stock unit ("Issuer RSU") or performance stock unit ("Issuer PSUs") represents a contingent right to receive a share of Issuer common stock upon vesting. |
| 5. The reported securities represent shares of Expand common stock received in connection with Closing upon accelerated vesting of the Issuer RSUs, Issuer PSUs. |
| 6. Upon Closing, the reported Issuer RSUs converted into restricted stock units that represent a contingent right to receive Expand common stock ("Expand RSUs") in an amount equal to the Exchange Ratio multiplied by the total number of shares of Issuer common stock subject to such Issuer RSU award, together with accrued dividend equivalent payments. Such Expand RSUs were granted subject to vesting conditions and settlement terms as applied under the applicable award agreements with respect to the corresponding Issuer RSUs. |
| 7. Upon Closing, the reported Issuer PSUs converted into Expand RSUs in an amount equal to the Exchange Ratio multiplied by the total number of shares of Issuer common stock subject to such Issuer PSU award, together with accrued dividend equivalent payments. Such Expand RSUs were granted subject to vesting conditions and settlement terms as applied under the applicable award agreements with respect to the corresponding Issuer PSUs. |
| Remarks: |
| SVP, General Counsel and Corporate Secretary |
| /s/ Christopher W. Lacy | 10/01/2024 | |
| ** 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. | ||