| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MCMORAN EXPLORATION CO /DE/ [ MMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/03/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 06/03/2013 | D | 203,332 | D | (1) | 0 | D | |||
| Common Stock | 06/03/2013 | D | 236,483 | D | (1) | 0 | I | Through GRAT | ||
| Common Stock | 06/03/2013 | D | 147 | D | (1) | 0 | I | Through IRA | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 (Right to Buy) | $16.775 | 06/03/2013 | D | 100,000 | 02/02/2005(2) | 02/02/2014 | Common Stock | 100,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $16.775 | 06/03/2013 | D | 100,000 | 02/02/2004 | 02/02/2014 | Common Stock | 100,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $16.645 | 06/03/2013 | D | 200,000 | 01/31/2005 | 01/31/2015 | Common Stock | 200,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $16.645 | 06/03/2013 | D | 150,000 | 01/31/2006(2) | 01/31/2015 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $19.85 | 06/03/2013 | D | 200,000 | 01/30/2006 | 01/30/2016 | Common Stock | 200,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $19.85 | 06/03/2013 | D | 150,000 | 01/30/2007(2) | 01/30/2016 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $12.23 | 06/03/2013 | D | 150,000 | 01/29/2007 | 01/29/2017 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $12.23 | 06/03/2013 | D | 150,000 | 01/29/2008(2) | 01/29/2017 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $15.04 | 06/03/2013 | D | 150,000 | 01/28/2008 | 01/28/2018 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $15.04 | 06/03/2013 | D | 150,000 | 01/28/2009(2) | 01/28/2018 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $6.44 | 06/03/2013 | D | 150,000 | 02/02/2009 | 02/02/2019 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $6.44 | 06/03/2013 | D | 150,000 | 02/02/2010(2) | 02/02/2019 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $15.73 | 06/03/2013 | D | 150,000 | 02/01/2010 | 02/01/2020 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $15.73 | 06/03/2013 | D | 150,000 | 02/01/2011(2) | 02/01/2020 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $17.25 | 06/03/2013 | D | 100,000 | 02/07/2011 | 02/07/2021 | Common Stock | 100,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $17.25 | 06/03/2013 | D | 150,000 | 02/07/2012(2) | 02/07/2021 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $13 | 06/03/2013 | D | 100,000 | 02/06/2012 | 02/06/2022 | Common Stock | 100,000 | (3) | 0 | D | ||||
| Options (Right to Buy) | $13 | 06/03/2013 | D | 150,000 | 02/06/2013(2) | 02/06/2022 | Common Stock | 150,000 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share of common stock was disposed of pursuant to the Agreement and Plan of Merger, by and among the Issuer, Freeport-McMoRan Copper & Gold Inc. ("FCX") and a wholly owned subsidiary of FCX (the "Merger Agreement") in exchange for the merger consideration consisting of $14.75 in cash, without interest, and 1.15 royalty trust units representing beneficial interests in Gulf Coast Ultra Deep Royalty Trust, on the effective date of the merger. |
| 2. 25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof. |
| 3. Each option was disposed of pursuant to the Merger Agreement in exchange for a number of options to purchase shares of FCX common stock equal to the number of Issuer options reflected in this line item, multiplied by the equity award exchange ratio of 0.5400, rounded down to the nearest whole share. The exercise price of the FCX options will be equal to the exercise price of the corresponding Issuer options, divided by the equity award exchange ratio, rounded up to the nearest whole cent. |
| Remarks: |
| In addition to the securities listed above, the Reporting Person holds 500 shares of 8% Convertible Perpetual Preferred Stock. In connection with the merger, these preferred shares are no longer convertible into shares of the Issuer's common stock. Instead, at the election of the Reporting Person, these preferred shares are convertible into the merger consideration receivable by a holder of the number of shares of the Issuer's common stock issuable upon conversion of the preferred shares at either the "make whole" conversion rate (if the conversion occurs during the 25 trading days following the merger) or the conversion rate described in the certificate of designation, as applicable. |
| Kelly C. Simoneaux on behalf of Richard C. Adkerson pursuant to a power of attorney | 06/04/2013 | |
| ** 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. | ||