SEC Form 4: Werth Jason N returned 8,524 shares to the company, closing all direct ownership in the company to satisfy withholding tax
$LONE
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
Lonestar Resources US Inc. [ LONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/05/2021 | ||||||||||||||||||||||||||
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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 | 10/05/2021 | D(1)(2) | 8,524 | D | (1)(2) | 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 | (3) | 10/05/2021 | A | 14,152 | (4) | (4) | Common Stock | 14,152 | $0.00 | 34,152 | D | ||||
| Restricted Stock Units | (3) | 10/05/2021 | D | 64,152 | (5) | (5) | Common Stock | 64,152 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. On October 5, 2021, pursuant to the Agreement and Plan of Merger dated as of July 10, 2021 (the "Merger Agreement"), by and among Penn Virginia Corporation ("Penn Virginia"), Lonestar Resources US Inc. ("Lonestar") and the other parties thereto, Upsilon Merger Sub Inc. merged with and into Lonestar (the "First Merger"), with Lonestar surviving the First Merger as the surviving corporation (the "Surviving Corporation"), and following the First Merger, the merger of the Surviving Corporation with and into Pi Merger Sub LLC ("Merger Sub LLC"), with Merger Sub LLC continuing as the surviving entity. Pursuant to the Merger Agreement, each share of Lonestar common stock issued and outstanding immediately prior to the effective time of the First Merger was converted into the right to receive 0.51 shares of Penn Virginia common stock (the "Exchange Ratio"). |
| 2. (Continued from footnote 1) On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32. |
| 3. Each restricted stock unit ("RSU") represented the right to receive one share of Lonestar common stock. Pursuant to the Merger Agreement, each RSU of Lonestar outstanding as of immediately prior to the effective time of the First Merger became fully vested and was cancelled and converted into the right to receive a number of shares of Penn Virginia common stock obtained by multiplying (A) the number of shares of Lonestar common stock subject to such RSU as of immediately prior to the effective time of the First Merger, by (B) the Exchange Ratio, less applicable tax withholdings. On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32. |
| 4. This award of RSUs provided for vesting with respect to (x) one-third of the RSUs on the date of grant, and (y) one-third of the remaining RSUs on each of the first three anniversaries of December 31, 2020. |
| 5. These awards of RSUs, which vested in full pursuant to the Merger Agreement, consisted of (i) 30,000 time-based RSUs which provided for vesting with respect to (x) one-third of the time-based RSUs on April 13, 2020, and (y) one-third of the remaining time-based RSUs on each of the first three anniversaries of December 31, 2020, (ii) 30,000 total performance-based RSUs which provided for vesting with respect to one-third of the total performance-based RSUs on each of the first three anniversaries of December 31, 2020, subject to achievement of the applicable performance goals and (iii) 14,152 time-based RSUs granted immediately prior to the consummation of the transactions contemplated by the Merger Agreement, which provided for vesting with respect to (x) one-third of the time-based RSUs on the date of grant, and (y) one-third of the remaining time-based RSUs on each of the first three anniversaries of December 31, 2020. |
| Remarks: |
| /s/ Jason Werth, as Attorney-In-Fact for Jason N. Werth | 10/07/2021 | |
| ** 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. | ||