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*
MATTSON ERIC L

(Last) (First) (Middle)
476 ROLLING RIDGE DRIVE
SUITE 300

(Street)
STATE COLLEGE PA 16801

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REX ENERGY CORP [ REXX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2011
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 12/14/2011 A 2,211 (1) A $0 17,081 D
Common Stock 12/14/2011 A 2,211 (2) A $0 19,292 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
Phantom Stock (3) 12/14/2011 A 1,474 (3) (3) (3) Common Stock 1,474 $0 4,721 D
Phantom Stock (4) 12/14/2011 A 1,474 (4) 12/14/2014 (4) Common Stock 1,474 $0 6,195 D
Explanation of Responses:
1. Represents shares of restricted stock granted pursuant to the Issuer's 2007 Long-Term Incentive Plan and subject to forfeiture based on a three year cliff vesting requirement.
2. Represents shares of restricted stock granted pursuant to the Issuer's 2007 Long-Term Incentive Plan and subject to forfeiture based on (I) time and (II) performance-based vesting requirements measured by achievement of three-year targets for production (based on barrel of oil equivalents) and discretionary cash flow per share.
3. Represents shares of phantom stock granted pursuant to the Issuer's 2007 Long-Term Incentive Plan that are the economic equivalent of shares of common stock. The shares of phantom stock are payable in cash upon vesting in accordance with the same time and performance-based vesting requirements described in footnote (2) above.
4. Represents shares of phantom stock granted pursuant to the Issuer's 2007 Long-Term Incentive Plan that are the economic equivalent of shares of common stock. The shares of phantom stock are payable in cash upon vesting of a three year vesting requirement.
/s/ Eric L. Mattson 12/16/2011
** 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).
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