Statement of Changes in Beneficial Ownership (4)
August 24 2022 - 05:11PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Dick
Teresa L. |
2. Issuer Name and Ticker or Trading
Symbol RATTLER MIDSTREAM LP [ RTLR ] |
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)
500 WEST TEXAS AVENUE, SUITE 100 |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/24/2022
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(Street)
MIDLAND, TX 79701
(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 |
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 units representing limited partner
interests |
8/24/2022 |
|
D |
|
49965 (1)(2) |
D |
(1) |
0 |
D |
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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 |
Explanation of
Responses: |
(1) |
Pursuant to that certain
Agreement and Plan of Merger dated May 15, 2022 by and among the
Issuer, Diamondback Energy, Inc. ("Diamondback"), Rattler Midstream
GP LLC, the general partner of Issuer, and Bacchus Merger Sub
Company, a wholly owned subsidiary of Diamondback ("Merger Sub"),
on August 24, 2022, Merger Sub merged with and into the Issuer,
with the Issuer surviving as an indirect, wholly owned subsidiary
of Diamondback (the "Merger"). At the effective time of the Merger
(the "Effective Time"), each outstanding Common Unit held by the
Reporting Person was converted into the right to receive 0.113
shares (the "Exchange Ratio") of common stock, par value $0.01 per
share ("Common Stock"), of Diamondback. |
(2) |
Includes 22,858 phantom
units granted under the Rattler Midstream LP Long-Term Incentive
Plan that were converted, at the Effective Time, into an award of
restricted stock units ("RSUs") relating to a number of shares of
Common Stock, as adjusted by the Exchange Ratio. Such RSUs are
scheduled to vest in two remaining substantially equal installments
beginning on May 28, 2023. |
Remarks:
Executive Vice President, Chief Financial Officer and Assistant
Secretary |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Dick Teresa L.
500 WEST TEXAS AVENUE, SUITE 100
MIDLAND, TX 79701 |
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|
See Remarks |
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Signatures
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/s/ Teresa L. Dick |
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8/24/2022 |
**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 control number. |
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