Statement of Changes in Beneficial Ownership (4)
December 06 2019 - 3:53PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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1. Name and Address of Reporting Person
*
Condray Greg T. |
2. Issuer Name and Ticker or Trading Symbol
Pressburg, LLC
[
ROAN
]
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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)
14701 HERTZ QUAIL SPRINGS PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/6/2019 |
(Street)
OKLAHOMA CITY, OK 73134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock | 12/6/2019 | | D | | 161486 (1)(2) | D | $1.52 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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 |
Performance Share Unit | (3) | 12/6/2019 | | D | | | 157895 | (3) | (3) | Class A common stock | 0 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | The Issuer, Citizen Energy Operating, LLC ("Citizen") and Citizen Energy Pressburg Inc., a subsidiary of Citizen ("Merger Sub"), are parties to that certain Agreement and Plan of Merger, dated October 1, 2019 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Citizen. At the effective time of the Merger (the "Effective Time"), each outstanding share of Class A common stock, $0.001 par value per share, of the Issuer were cancelled and converted into a right to receive $1.52 in cash per share. |
(2) | Includes 119,332 shares of Class A common stock of the Issuer subject to unvested restricted stock units ("RSUs") granted pursuant to the Roan Resources, Inc. Amended and Restated Management Incentive Plan (the "Plan"), which became fully vested at the Effective Time and converted into a right to receive $1.52 in cash per RSU, less applicable taxes and withholdings. |
(3) | Performance share units ("PSUs") granted pursuant to the Plan that each represented a contingent right to receive one share of Class A common stock of the Issuer, subject to achievement of certain performance goals. At the Effective Time, all outstanding PSUs were cancelled for no consideration. |
Remarks: Executive Vice President - Geoscience and Business Development |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Condray Greg T. 14701 HERTZ QUAIL SPRINGS PARKWAY OKLAHOMA CITY, OK 73134 |
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| See Remarks |
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Signatures
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/s/ Will Jordan, attorney-in-fact | | 12/6/2019 |
**Signature of Reporting Person | Date |
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