Statement of Changes in Beneficial Ownership (4)
February 02 2022 - 5:23PM
Edgar (US Regulatory)
FORM 4
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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
*
Peterson Lynn A |
2. Issuer Name and Ticker or Trading Symbol
WHITING PETROLEUM CORP
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WLL
]
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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 & CEO |
(Last)
(First)
(Middle)
1700 LINCOLN STREET, SUITE 4700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2022 |
(Street)
DENVER, CO 80203
(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 | 1/31/2022 | | M | | 23625.00 | A | (1) | 69389.00 | D | |
Common Stock | 1/31/2022 | | F | | 10435.00 | D | $74.25 | 58954.00 | 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 Units (Absolute) 2022 | (2) | 1/31/2022 | | A | | 19032.00 | | (2) | (2) | Common Stock | 19032.00 | $0.00 | 19032.00 | D | |
Performance Share Units (Relative) 2022 | (3) | 1/31/2022 | | A | | 19032.00 | | (3) | (3) | Common Stock | 19032.00 | $0.00 | 19032.00 | D | |
Restricted Stock Units - VWAP | (1) | 1/31/2022 | | M (1) | | | 23625.00 | (1) | (1) | Common Stock | 23625.00 | $0.00 | 0.00 | D | |
Restricted Stock Units 2022 | (4) | 1/31/2022 | | A | | 16313.00 | | (4) | (4) | Common Stock | 16313.00 | $0.00 | 16313.00 | D | |
Explanation of Responses: |
(1) | Represents conversion of restricted stock units under the Whiting Petroleum Corporation 2020 Equity Incentive Plan, each of which represents the right to receive one share of Whiting Petroleum Corporation common stock. Of the 94,500 RSUs granted in September 2020, 50% vested on March 19, 2021 as the volume weighted average price for Whiting Petroleum Corporation common stock ("VWAP") exceeded $32.57 per share for 20 consecutive trading days. An additional 23,625 RSUs, representing 25% of the total, vested on July 1, 2021 as the VWAP exceeded $48.86 per share for 20 consecutive trading days. The remaining 23,625 RSUs vested January 31, 2022 as the VWAP exceeded $65.14 per share for 20 consecutive trading days. |
(2) | Each absolute TSR performance share unit represents a contingent right to receive 0-200% of that number in shares of Company common stock. The amount reported represents the "target" number. The absolute TSR performance share units will vest upon continued employment and achievement of specified metrics as described in the related grant agreement. |
(3) | Each relative TSR performance share unit represents a contingent right to receive 0-200% of that number in shares of Company common stock. The amount reported represents the "target" number. The relative TSR performance share units will vest upon continued employment and achievement of specified metrics as described in the related grant agreement. |
(4) | Each restricted stock unit represents a right to receive one share of the Company's common stock. The restricted stock units will vest in approximately three equal annual installments beginning on the first anniversary of the grant date subject to continued employment. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Peterson Lynn A 1700 LINCOLN STREET SUITE 4700 DENVER, CO 80203 | X |
| President & CEO |
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Signatures
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/s /M. Scott Regan, Attorney-in-Fact for Peterson Lynn A | | 2/2/2022 |
**Signature of Reporting Person | Date |
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