SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HARGETT WILLIAM G

(Last) (First) (Middle)
THE HOUSTON EXPLORATION COMPANY
1100 LOUISIANA, SUITE 2000

(Street)
HOUSTON TX 77002-5215

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOUSTON EXPLORATION CO [ THX ]
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
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 stock ($0.01 par value) 06/06/2007 D 39,538 D (1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
employee stock option (right to buy) $25.58 06/06/2007 D 7,818 (2) 04/04/2011 common stock 7,818 $34.44 0 D
employee stock option (right to buy) $25.58 06/06/2007 D 20,182 (3) 04/04/2011 common stock 20,182 $34.44 0 D
employee stock option (right to buy) $25.48 06/06/2007 D 35,200 (3) 09/20/2011 common stock 35,200 $34.54 0 D
employee stock option (right to buy) $30.1 06/06/2007 D 57,000 (3) 10/16/2012 common stock 57,000 $29.92 0 D
employee stock option (right to buy) $35.62 06/06/2007 D 54,320 (3) 10/21/2013 common stock 54,320 $24.4 0 D
employee stock option (right to buy) $59.16 06/06/2007 D 27,000 (3) 10/22/2014 common stock 27,000 $0.86 0 D
employee stock option (right to buy) $54.18 06/06/2007 D 38,000 (3) 10/25/2015 common stock 38,000 $5.84 0 D
employee stock option (right to buy) $55.5 06/06/2007 D 54,000 (3) 10/24/2016 common stock 54,000 $4.52 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2007 (the "Merger Agreement"), by and among Forest Oil Corporation ("Forest"), MJCO Corporation, a wholly owned subsidiary of Forest, and The Houston Exploration Company (the "Company"), at the effective time ("Merger I Effective Date") of the merger contemplated therein, each outstanding share of the Company?s common stock was converted into the right to receive (i) .84 shares of Forest?s common stock and (ii) $26.25 in cash. This represents $60.02 per share of consideration to be received by the Company?s stockholders based on the average closing price of Forest?s common stock during the ten-day valuation period specified in the Merger Agreement. The mix of cash and stock consideration to be received by each of the Company?s stockholders will be determined by stockholder elections, subject to proration. As a result of the proration procedures that have not yet been completed as of the date of this filing, it
2. Pursuant to the Merger Agreement, at the Merger I Effective Time, each incentive stock option became immediately and fully vested and was cancelled and converted into the right to receive a cash amount equal to the excess of $60.02 over the option exercise price multiplied by the number of shares subject to such option.
3. Pursuant to the Merger Agreement, at the Merger I Effective Time, each non-qualified stock option became immediately and fully vested and was cancelled and converted into the right to receive a cash amount equal to the excess of $60.02 over the option exercise price multiplied by the number of shares subject to such option.
Remarks:
/s/ William G. Hargett 06/08/2007
** 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).
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