| 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
PENN VIRGINIA CORP [ PVAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/06/2021 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Series A Preferred Stock | (1) | 10/06/2021 | J | 54,061.41 | 07/14/2021 | (6) | Class A Common Stock(2) | 54,061.41 | (1) | 0 | I | See footnote(4) | |||
| Class B Common Stock | (3) | 10/06/2021 | J | 5,406,141 | 07/14/2021 | (6) | Class A Common Stock(2) | 5,406,141(5) | (3) | 5,406,141 | I | See footnote(4) | |||
| Explanation of Responses: |
| 1. On January 15, 2021, Rocky Creek Resources, LLC, a Delaware limited liability company ("RCR"), was issued 54,052.52 shares of Series A Preferred Stock of the Issuer ("Series A Preferred Stock") and 5,405,252 Common Units ("Common Units") of PV Energy Holdings, L.P., a Delaware limited partnership and subsidiary of the Issuer (the "Partnership") pursuant to the Contribution Agreement dated November 2, 2020 (the "Contribution Agreement"). On June 2, 2021, RCR received 8.89 shares of Series A Preferred Stock and 889 Common Units pursuant to customary post-closing adjustments set forth in the Contribution Agreement. |
| 2. On October 6, 2021, the Issuer renamed its common stock, par value $0.01, to Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"). |
| 3. On October 6, 2021, RCR exchanged its 54,061.41 shares of Series A Preferred Stock for 5,406,141 shares of Class B Common Stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock"), pursuant to the Contribution and Exchange Agreement, dated October 6, 2021. RCR may elect to have each Common Unit, together with 1 share of Class B Common Stock, held by it, redeemed at any time for, at the Partnership's option, either (a) one share of Class A Common Stock or (b) a cash payment equal to the average of the volume-weighted closing price of one share of Class A Common Stock for the five trading days prior to the date RCR delivers a notice of redemption for each Common Unit and each share of Class B Common Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications), subject to customary holdbacks for any pending indemnification claims as noted in Note 5. |
| 4. The Reporting Person is the sole general partner of Juniper Capital II, L.P., a Delaware limited partnership and investment fund that controls RCR and owns a majority of the membership interests in RCR. The Reporting Person disclaims beneficial ownership in the securities except to the extent of its pecuniary interest therein. |
| 5. Represents the total number of shares of Class A Common Stock underlying the shares of Class B Common Stock and Common Units issued to RCR, including the 247,950 Common Units and 247,950 shares of Class B Common Stock that are held in a restricted account for indemnification claims. Subject to customary holdbacks for any pending indemnification claims, such shares will be disbursed on January 15, 2022. |
| 6. N/A. |
| Remarks: |
| /s/ Edward Geiser, Authorized Signatory of the Reporting Person | 10/08/2021 | |
| ** 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. | ||