Statement of Changes in Beneficial Ownership (4)
March 02 2021 - 5:59PM
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
*
Way William J |
2. Issuer Name and Ticker or Trading Symbol
SOUTHWESTERN ENERGY CO
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SWN
]
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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 and CEO |
(Last)
(First)
(Middle)
10000 ENERGY DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/23/2021 |
(Street)
SPRING, TX 77389
(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 Stock | 2/26/2021 | | M | | 200895 | A | $0 (1) | 1260295 | D | |
Common Stock | 2/26/2021 | | F | | 79053 | D | $4.05 | 1181242 | D | |
Common Stock | 2/26/2021 | | M | | 314035 | A | $0 (1) | 1495277 | D | |
Common Stock | 2/26/2021 | | F | | 123573 | D | $4.05 | 1371704 | D | |
Common Stock | 2/27/2021 | | M | | 193810 | A | $0 (1) | 1565514 | D | |
Common Stock | 2/27/2021 | | F | | 76265 | D | $4.05 | 1489249 | D | |
Common Stock | 2/27/2021 | | A(2) | | 484525 | A | $0 | 1973774 | D | |
Common Stock | 2/27/2021 | | F | | 117983 | D | $4.05 | 1855791 | 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 |
Restricted Stock Unit | $0 | 2/23/2021 | 2/26/2021 | A | | 618330 | | (3) | (3) | Common Stock | 618330 | $0 | 618330 | D | |
Restricted Stock Unit | (4) | 2/26/2021 | | M | | | 200895 | (4) | (4) | Common Stock | 200895 | $0 | 401790 | D | |
Restricted Stock Unit | (5) | 2/26/2021 | | M | | | 314035 | (5) | (5) | Common Stock | 314035 | $0 | 1549465 | D | |
Restricted Stock Unit | $0 (6) | 2/27/2021 | | M | | | 193810 | (6) | (6) | Common Stock | 193810 | $0 | 193810 | D | |
Explanation of Responses: |
(1) | Each Restricted Stock Unit ("RSU") has the economic equivalent of one share of Southwestern Energy Company ("SWN") common stock. The RSUs vesting on February 26, 2021 and February 27, 2021 were settled in common stock based on the closing price of SWN common stock on the vesting date. |
(2) | Distribution to reporting person of Issuer's common stock pursuant to Performance Unit Award Agreement dated February 27, 2018. |
(3) | On February 23, 2021, the reporting person was granted restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with required years of service, or a change in control. Vesting units will be settled in shares of SWN common stock, cash, or a combination of shares of SWN common stock and cash. |
(4) | On February 26, 2019, the reporting person was granted restricted stock units, vesting in four equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with the required years of service, or a change in control. Vesting RSUs will be settled in shares of SWN common stock, cash, or a combination of shares of SWN common stock and cash. |
(5) | On February 26, 2020, the reporting person was granted restricted stock units, vesting in four equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with required years of service, or a change in control.
Each restricted stock unit that vests will entitle the holder to receive, payable in common stock or cash at the Compensation Committee's option, a value based on an adjusted stock price, calculated as the sum of (1) the closing stock price on the date of grant and (2) 50 percent of the difference between (a) the closing stock price on the date of vesting and (b) the closing stock price on the date of grant. The reporting person received 378,903 shares of common stock in settlement of the restricted stock units granted on February 26, 2020. In accordance with the terms of the award agreement, the number of shares of common stock are less than the number of restricted stock units granted. |
(6) | On February 27, 2018, the reporting person was granted restricted stock units, vesting in four equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with required years of service, or a change in control. Vesting units will be settled in shares of SWN common stock, cash, or a combination of shares of SWN common stock and cash. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Way William J 10000 ENERGY DRIVE SPRING, TX 77389 | X |
| President and CEO |
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Signatures
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/s/ Melissa D. McCarty, Attorney-in-Fact for Mr. Way | | 3/2/2021 |
**Signature of Reporting Person | Date |
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