| 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
Coterra Energy Inc. [ CTRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 10/01/2021 | A | 230,756 | A | (1) | 230,756 | I | Trustee, 1993 Hans Helmerich Trust | ||
| Common Stock | 10/01/2021 | A | 45,968 | A | (2) | 45,968(3) | I | By Wife | ||
| Common Stock | 10/01/2021 | A | 44,410 | A | (4) | 44,410 | I | Co-Manager of Helmerich Grandchildren LLC | ||
| Common Stock | 10/01/2021 | A | 31,575 | A | (5) | 31,575 | I | Trustee of Family Trust | ||
| Common Stock | 10/01/2021 | A | 146,252 | A | (6) | 146,252 | I | Co-Trustee of The Helmerich Trust (fka Co-Trustee of The Helmerich Foundation) | ||
| Common Stock | 10/01/2021 | A | 1,304,745 | A | (7) | 1,304,745 | I | Peggy Helmerich QTIP Trust (fka Trustee of Estate of W.H. Helmerich III) | ||
| Common Stock | 10/01/2021 | A | 40,146 | A | (8) | 40,146 | I | Saddleridge, LLC | ||
| Common Stock | 10/01/2021 | A | 55,201 | A | (9) | 55,201 | 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. Received in exchange for 57,479 shares of Cimarex Energy Co. common stock. This exchange was completed in connection with the merger of Cimarex Energy Co. ("Cimarex") with Double C Merger Sub, a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Coterra Energy Inc. ("Coterra," formerly known as Cabot Oil & Gas Corporation) (such merger, the "Merger"). Pursuant to the Agreement and Plan of Merger, dated as of May 23, 2021 by and among Coterra, Merger Sub and Cimarex (as amended on June 29, 2021, the "Merger Agreement"), subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock. |
| 2. Received in exchange for 11,450 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock. |
| 3. Mr. Helmerich disclaims beneficial ownership of these shares. |
| 4. Received in exchange for 11,062 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock. |
| 5. Received in exchange for 7,865 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock. |
| 6. Received in exchange for 36,430 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock. |
| 7. Received in exchange for 325,000 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock. |
| 8. Received in exchange for 10,000 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock. |
| 9. Received in exchange for 13,750 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock (including shares that were previously held by the reporting person pursuant to an equity-based award that became fully vested in connection with the Merger) were converted into the right to receive 4.0146 shares of Coterra common stock. |
| /s/ Deidre L. Shearer and Francis B. Barron, Attorneys-in-Fact for Hans Helmerich | 10/05/2021 | |
| ** 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. | ||