| 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 | 53,891 | A | (1) | 53,891 | I | By 401(k) | ||
| Common Stock | 10/01/2021 | A | 903,477 | A | (2) | 903,477 | I | By Trust | ||
| Common Stock | 10/01/2021 | A | 1,996,272(3)(4)(5) | A | (6) | 1,996,272(7) | 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 13,424 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 225,048 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. Reflects the conversion of previously outstanding restricted share awards granted by Cimarex ("Cimarex RSAs") into Coterra adjusted restricted share awards ("Adjusted RSAs") (on the basis of the 4.0146-for-one exchange ratio described above), in accordance with the June 29, 2021 Side Letter Agreement entered into among Mr. Jorden, Cimarex and Cabot, and the applicable provisions of the Merger Agreement. |
| 4. In accordance with the Side Letter Agreement, any performance goals applicable to the Cimarex RSAs were deemed satisfied at the effective time of the Merger at the greater of the target level of performance and the level of performance determined by the board of directors or compensation committee of Cimarex based on the results achieved during the applicable performance period, which was deemed to end on the latest practicable date prior to such effective time. |
| 5. The Adjusted RSAs are subject to the same service-based vesting terms and conditions as applied to the Cimarex RSAs immediately prior to such effective time. |
| 6. Reflects shares underlying Adjusted RSAs received upon the conversion of Cimarex RSAs and vesting as follows: (a) 226,578 shares that were subject to service-based vesting and (b) 270,675 shares that were subject to service-based vesting and, prior to the merger, the satisfaction of certain performance criteria as described in footnote 4 above. |
| 7. The amount of securities beneficially owned as reported in column 5 includes shares of Coterra common stock underlying Adjusted RSAs as follows: (a) 909,620 shares subject to service-based vesting and (b) 1,086,652 shares subject to service-based vesting and, prior to the merger, the performance criteria as described in footnote 4 above. |
| /s/ Deidre L. Shearer and Francis B. Barron, Attorneys-in-Fact for Thomas E Jorden | 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. | ||