FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rucker Matthew
2. Issuer Name and Ticker or Trading Symbol

Montage Resources Corp [ MR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

122 WEST JOHN CARPENTER FREEWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

11/13/2020
(Street)

IRVING, TX 75039
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/13/2020  D  94031 D (1)(2)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Units  (3)11/13/2020  D     130773   (3) (3)Common Stock 130773  (3)0 D  

Explanation of Responses:
(1) On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock"). On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.
(2) Includes, 55,658 common shares underlying time-based restricted stock unit awards ("Issuer RSU Award"), which, pursuant to the Merger Agreement, were converted into an award, on the same terms and conditions as were applicable under such Issuer RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Southwestern Common Stock determined by multiplying (i) the number of shares of Issuer common stock subject to such Issuer RSU Award immediately prior to the effective time of the Merger by (ii) 1.8656 shares of Southwestern Common Stock.
(3) Pursuant to the Merger Agreement, each performance-based restricted stock unit award ("Issuer PSU Award") was terminated and vested in accordance with its terms and converted into the right to receive, in settlement thereof, at Southwestern's election, (a) a number of shares of Southwestern Common Stock equal to the product obtained by multiplying (i) the applicable number of shares of earned performance units subject to such Issuer PSU Award by (ii) 1.8656 shares of Southwestern Common Stock, with any fractional shares resulting from such conversion rounded down to the nearest whole, or (b) cash in an amount equal to the fair market value of the number of shares of Southwestern Common Stock determined by clause (a).

Remarks:
EVP and Chief Operating Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rucker Matthew
122 WEST JOHN CARPENTER FREEWAY
IRVING, TX 75039


See Remarks

Signatures
/s/ Frank E. Day, Attorney-in-fact11/13/2020
**Signature of Reporting PersonDate

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