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
BRIGHAM EXPLORATION CO [ BEXP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2011 | ||||||||||||||||||||||||||
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, par value $0.01 per share(1) | 12/05/2011 | P | 6,249,857(2) | A | $36.5 | 110,194,122(3) | I | See Footnote(4) | ||
Common stock, par value $0.01 per share(1) | 12/06/2011 | P | 581,142(5) | A | $36.5 | 110,755,264 | I | See Footnote(4) | ||
Common stock, par value $0.01 per share(1) | 12/07/2011 | P | 1,005,536(5) | A | $36.5 | 111,780,800 | I | See Footnote(4) | ||
Common stock, par value $0.01 per share(1) | 12/08/2011 | P | 3,869,606(5) | A | $36.5 | 115,650,406 | I | See Footnote(4) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This form is a joint filing by Statoil ASA ("Statoil"), Statoil Petroleum AS, Statoil International Holding AS, Statoil Investment Americas AS, Statoil E&P Americas LP, Statoil USA Properties Inc. and Fargo Acquisition Inc. ("Purchaser"). |
2. Reflects the shares of Brigham Exploration Company ("Brigham") newly issued common stock purchased by Purchaser from Brigham pursuant to a Subscription Agreement, dated December 5, 2011, by and between Brigham and Purchaser. |
3. Reflects 86,270 shares of Brigham common stock that were tendered by notice of guaranteed delivery during the initial offering period of the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of October 17, 2011, by and among Statoil, Purchaser, and Brigham, that did not settle. |
4. Shares were held by Purchaser. As Purchaser is an indirect, wholly owned subsidiary of Statoil, Statoil Petroleum AS, Statoil International Holding AS, Statoil Investment Americas AS and Statoil E&P Americas LP and a direct, wholly owned subsidiary of Statoil USA Properties Inc., each of Statoil, Statoil International Holding AS, Statoil Investment Americas AS, Statoil E&P Americas LP and Statoil USA Properties Inc. may be deemed to have acquired indirect beneficial ownership of the Shares. |
5. Reflects the shares of Brigham common stock acquired during the subsequent offering period of the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of October 17, 2011, entered into by and among Statoil, Purchaser and Brigham, which commenced on December 1, 2011. |
/s/ IRENE RUMMELHOFF, Attorney-in-Fact for Statoil ASA | 12/08/2011 | |
/s/ JEFFREY C. ZARUBA, Attorney-in-Fact for Statoil Petroleum AS | 12/08/2011 | |
/s/ JEFFREY C. ZARUBA, Attorney-in-Fact for Statoil International Holding AS | 12/08/2011 | |
/s/ HELGE HALDORSEN, Vice President - Strategy and Director for Statoil Investment Americas AS | 12/08/2011 | |
/s/ JEFFREY C. ZARUBA, Treasurer and Assistant Secretary, Statoil Americas Investments LLC, its general partner for Statoil E&P Americas LP | 12/08/2011 | |
/s/ ANDREW BYRON WINKLE, Vice President - Asset Development for Statoil USA Properties Inc. | 12/08/2011 | |
/s/ IRENE RUMMELHOFF, President for Fargo Acquisition Inc. | 12/08/2011 | |
** 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). | ||
** 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. |