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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
OLLE THOMAS

(Last) (First) (Middle)
777 MAIN STREET
SUITE 1400

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENCORE ACQUISITION CO [ EAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Strategic Solutions
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2010
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 03/09/2010 F 3,313 D $51.65 47,719 D
Common Stock 03/09/2010 D 38,443 D (1) 9,276 D
Common Stock 03/09/2010 D 9,276 D (2) 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
Options to purchase Common Stock $30.55 03/09/2010 D 1,861 (3) 02/09/2019 Common Stock 1,861 $19.45 0 D
Options to purchase Common Stock $30.55 03/09/2010 D 3,148 (3) 02/09/2019 Common Stock 3,148 $19.45 0 D
Options to purchase Common Stock $9.36 03/09/2010 D 15,000 03/18/2005 03/18/2012 Common Stock 15,000 (4) 0 D
Options to purchase Common Stock $12.4 03/09/2010 D 15,483 11/22/2005 11/22/2012 Common Stock 15,483 (4) 0 D
Options to purchase Common Stock $17.1733 03/09/2010 D 31,120 02/10/2007 02/10/2014 Common Stock 31,120 (4) 0 D
Options to purchase Common Stock $26.5467 03/09/2010 D 10,050 02/14/2008 02/14/2015 Common Stock 10,050 $23.4533 0 D
Options to purchase Common Stock $31.1 03/09/2010 D 3,752 02/15/2009 02/15/2016 Common Stock 3,752 $18.9 0 D
Options to purchase Common Stock $31.1 03/09/2010 D 5,375 02/11/2009 02/11/2016 Common Stock 5,375 $18.9 0 D
Options to purchase Common Stock $33.76 03/09/2010 D 4,892 (5) 02/11/2018 Common Stock 4,892 $16.24 0 D
Options to purchase Common Stock $33.76 03/09/2010 D 3,473 (5) 02/11/2018 Common Stock 3,473 $16.24 0 D
Options to purchase Common Stock $25.73 03/09/2010 D 5,765 02/12/2010 02/12/2010 Common Stock 5,765 $24.27 0 D
Options to purchase Common Stock $25.73 03/09/2010 D 3,196 02/12/2010 02/12/2017 Common Stock 3,196 $24.27 0 D
Explanation of Responses:
1. The shares were disposed of pursuant to the merger agreement between the issuer and Denbury Resources Inc. in exchange for aggregate consideration of $50 per share (which may consist of cash, Denbury stock or a combination thereof) as provided for in the merger agreement.
2. Pursuant to the merger agreement, the shares converted into a number of restricted shares of Denbury common stock determined by multiplying (i) the number of shares by (ii) the exchange ratio used in determining the consideration payable to Encore stockholders who elected to receive only common stock consideration.
3. This option, which provided for vesting in three equal annual installments beginning February 9, 2010, was converted into a cash payment representing the product of the number of shares subject to the option and the difference between the aggregate consideration per share provided for in the merger agreement and the exercise price of the option.
4. This option was converted into a cash payment representing the product of the number of shares subject to the option and the difference between the highest price per share paid within 60 days prior to the merger and the exercise price of the option.
5. This option, which provided for vesting in three equal annual installments beginning February 11, 2009, was converted into a cash payment representing the product of the number of shares subject to the option and the difference between the aggregate consideration per share provided for in the merger agreement and the exercise price of the option.
Remarks:
/s/ Robert C. Reeves (attorney-in-fact) 03/09/2010
** 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 Number.