Statement of Changes in Beneficial Ownership (4)
August 24 2022 - 5:14PM
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
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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
*
Van't Hof Matthew Kaes |
2. Issuer Name and Ticker or Trading Symbol
RATTLER MIDSTREAM LP
[
RTLR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President |
(Last)
(First)
(Middle)
500 WEST TEXAS AVENUE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/24/2022 |
(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
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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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Common units representing limited partner interests | 8/24/2022 | | D | | 864027 (1)(2) | D | (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 |
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 457,143 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Van't Hof Matthew Kaes 500 WEST TEXAS AVENUE, SUITE 100 MIDLAND, TX 79701 | X |
| President |
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Signatures
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/s/ Teresa L. Dick as attorney-in-fact for Matthew Kaes Van't Hof | | 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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