SEC Form 4: A Timothy Leach gifted 388,422 units of Common Stock, was granted 103,014 units of Common Stock and disposed to the issuer $0 worth of Common Stock (570,219 units at $0.00), decreasing ownership by 100% to 0 units
$CXO
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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONCHO RESOURCES INC [ CXO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2020 | ||||||||||||||||||||||||||
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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 | 08/14/2020 | G | V | 321,156 | D | $0 | 0 | I | See Footnote(1) | |
| Common Stock | 10/02/2020 | G | V | 9,162 | D | $0 | 525,309 | D | ||
| Common Stock | 12/23/2020 | G | V | 58,104 | D | $0 | 467,205 | D | ||
| Common Stock | 01/15/2021 | A | 103,014 | A | $0(2) | 570,219 | D | |||
| Common Stock | 01/15/2021 | D | 570,219 | D | $0(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 | ||||||||
| Explanation of Responses: |
| 1. These securities are owned directly by partnerships, of which the reporting person was the manager of each respective general partner prior to gifting all of the general partner interests in each such general partner. |
| 2. On January 15, 2021, pursuant to the Agreement and Plan of Merger dated as of October 18, 2020 (the "Merger Agreement"), by and among Concho Resources Inc. ("Concho"), Falcon Merger Sub Corp. ("Merger Sub") and ConocoPhillips ("ConocoPhillips"), Merger Sub merged with and into Concho (the "Merger"), with Concho surviving the Merger as a wholly-owned subsidiary of ConocoPhillips. Immediately prior to the effective time of the Merger (the "Effective Time") the performance metrics applicable to outstanding awards of Concho performance-based restricted stock granted to the Reporting Person on January 4, 2021 were deemed to have been achieved at the target level, with such award treated as an award of Concho restricted stock for purposes of footnote (3) below. |
| 3. Pursuant to the Merger Agreement, each share of Concho common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.46 shares of ConocoPhillips common stock, with any outstanding award of Concho restricted stock held by the Reporting Person converting on the same terms and conditions (including vesting and forfeiture provisions) as those that applied prior to the Effective Time. On January 14, 2021 (the day prior to the Merger), the closing price of one share of ConocoPhillips common stock was $47.87. |
| Remarks: |
| /s/ Travis L. Counts, as attorney-in-fact | 01/20/2021 | |
| ** 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. | ||