0000899243-21-012331.txt : 20210317 0000899243-21-012331.hdr.sgml : 20210317 20210317203409 ACCESSION NUMBER: 0000899243-21-012331 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210317 FILED AS OF DATE: 20210317 DATE AS OF CHANGE: 20210317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITHAM BARTH E CENTRAL INDEX KEY: 0001227703 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34778 FILM NUMBER: 21752617 MAIL ADDRESS: STREET 1: INTREPID POTASH, INC. STREET 2: 1001 17TH STREET, SUITE 1050 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QEP RESOURCES, INC. CENTRAL INDEX KEY: 0001108827 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870287750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1050 17TH STREET, SUITE 800 CITY: DENVER STATE: CO ZIP: 80265 BUSINESS PHONE: 303-672-6900 MAIL ADDRESS: STREET 1: 1050 17TH STREET, SUITE 800 CITY: DENVER STATE: CO ZIP: 80265 FORMER COMPANY: FORMER CONFORMED NAME: QUESTAR MARKET RESOURCES INC DATE OF NAME CHANGE: 20000309 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-03-17 1 0001108827 QEP RESOURCES, INC. QEP 0001227703 WHITHAM BARTH E 1050 17TH STREET, SUITE 800 DENVER CO 80265 1 0 0 0 Phantom Stock Units 2021-03-17 4 D 0 113890.83 D Common Stock 113890.83 0 D On March 17, 2021, pursuant to the Agreement and Plan of Merger dated as of December 20, 2020 (the "Merger Agreement"), by and among Diamondback Energy, Inc. ("Diamondback"), Bohemia Merger Sub Inc., a wholly owned subsidiary of Diamondback ("Merger Sub"), and QEP Resources, Inc. ("QEP"), Merger Sub merged with and into QEP (the "Merger") with QEP surviving the Merger as a wholly-owned subsidiary of Diamondback. Pursuant to the Merger Agreement, each share of QEP common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (subject to certain exceptions) was converted into the right to receive 0.05 shares of Diamondback common stock (the "Exchange Ratio"). Pursuant to the Merger Agreement, at the Effective Time, any compensation deferred by directors and deemed notionally invested in QEP common stock pursuant to any QEP deferred compensation plan became fully vested and converted into and deemed notionally invested in a number of shares of Diamondback common stock equal to the product of (A) the total number of shares of QEP common stock subject to such award immediately prior to the Effective Time multiplied by (B) the exchange ratio. Such deferred compensation will be paid in cash promptly following the effective date of the Merger (but not later than the time in which payment is required under the applicable QEP deferred compensation plan). /s/ Barth E. Whitham 2021-03-17