0001144204-19-012387.txt : 20190305 0001144204-19-012387.hdr.sgml : 20190305 20190305201314 ACCESSION NUMBER: 0001144204-19-012387 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190301 FILED AS OF DATE: 20190305 DATE AS OF CHANGE: 20190305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRADY BOB D JR CENTRAL INDEX KEY: 0001234311 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34464 FILM NUMBER: 19660865 MAIL ADDRESS: STREET 1: 1700 LINCOLN ST. STREET 2: SUITE 2800 CITY: DENVER STATE: CO ZIP: 80203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cimarex Resolute LLC CENTRAL INDEX KEY: 0001469510 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270659371 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1700 LINCOLN ST. STREET 2: SUITE 3700 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 303-295-3995 MAIL ADDRESS: STREET 1: 1700 LINCOLN ST. STREET 2: SUITE 3700 CITY: DENVER STATE: CO ZIP: 80203 FORMER COMPANY: FORMER CONFORMED NAME: Resolute Energy Corp DATE OF NAME CHANGE: 20090803 4 1 tv515533_4.xml OWNERSHIP DOCUMENT X0306 4 2019-03-01 1 0001469510 Cimarex Resolute LLC REN 0001234311 BRADY BOB D JR 1700 LINCOLN ST. SUITE 2800 DENVER CO 80203 0 1 0 0 Executive V.P. - Operations Common Stock 2019-03-01 4 D 0 83598 D 0 D Performance Share Rights 2019-03-01 4 D 0 10654 D 2020-03-08 Common Stock 10654 0 D Performance Share Rights 2019-03-01 4 D 0 19777 D 2021-03-08 Common Stock 19777 0 D Stock Appreciation Rights 2.915 2019-03-01 4 D 0 29317 D Common Stock 29317 0 D Employee Stock Option (right to buy) 6.75 2019-03-01 4 D 0 13016 D 2025-05-04 Common Stock 13016 0 D Employee Stock Option (right to buy) 2.915 2019-03-01 4 D 0 25689 D 2026-02-17 Common Stock 25689 0 D Includes 54,527 shares of Resolute restricted stock, including shares surrendered to Resolute Energy Corporation ("Resolute") to cover tax withholding obligations of the Reporting Person pursuant to Resolute's 2009 Performance Incentive Stock Plan (the "Incentive Plan") upon the vesting of the Resolute restricted stock that vested pursuant to the Merger Agreement (as defined in footnote 2) as described in footnote 2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2018, by and among Resolute, Cimarex Energy Co. ("Cimarex") and two direct wholly owned subsidiaries of Cimarex, at the effective time of the merger (the "Effective Time"), each share of Resolute's common stock, par value $0.0001 per share, held by the Reporting Person converted into, at such Reporting Person's election, (i) an amount in cash equal to $14.00, without interest, and 0.2366 shares of common stock of Cimarex, par value $0.01 per share; (ii) an amount of cash equal to $35.00, without interest; or (iii) 0.3943 shares of Cimarex common stock, subject to proration as provided in the Merger Agreement (the "Merger Consideration"). Pursuant to the Merger Agreement, immediately prior to the Effective Time, each Resolute restricted share held by the Reporting Person became fully vested and all restrictions thereon lapsed (with any performance-based vesting deemed satisfied at the maximum level), and the Reporting Person had the right to receive the Merger Consideration in the form set forth in their election (less required withholdings), subject to the proration procedures. Each Resolute performance share right represents a right to receive the target number of shares of Resolute's common stock. The Resolute performance share rights vest upon achievement of specified thresholds of cumulative total shareholder return (TSR) compared to certain peers. Vesting occurs in three annual installments commencing March 8, 2018 through March 8, 2020. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each Resolute performance share right held by the Reporting Person became fully vested and earned (with any performance-based vesting deemed satisfied at the maximum level), and automatically cancelled and converted into the right of the Reporting Person to receive the Merger Consideration in the form set forth in their election (less required withholdings), subject to the proration procedures. Includes shares surrendered to Resolute to cover tax withholding obligations of the Reporting Person pursuant to the Incentive Plan upon the vesting of the Resolute performance share rights that vested pursuant to the Merger Agreement as described in footnote 2. Each Resolute performance share right represents a right to receive the target number of shares of Resolute's common stock. The Resolute performance share rights vest upon achievement of specified thresholds of cumulative TSR compared to certain peers. Vesting occurs in three annual installments commencing March 8, 2019 through March 8, 2021. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Resolute stock appreciation right (SAR) became fully vested (to the extent not already vested) and automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of Resolute common stock subject to such Resolute SAR immediately prior to the effective time multiplied by (ii) the excess of (A) $35.00 minus (B) $2.915 (less any required withholdings). Each Resolute SAR will terminate and may no longer be exercised upon the earlier to occur of (i) discontinuance of the reporting person's services (other than qualified retirement), or (ii) upon expiration of the SAR agreement on February 17, 2026. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Resolute's common stock became fully vested (to the extent not already vested) and automatically cancelled and converted into the right of the Reporting Person to receive the Merger Consideration (in the form set forth in their election and subject to the proration procedures) based on the excess of (i) $35.00 minus (ii) $6.75 or $2.915, as applicable (less required withholdings). /s/ Bob D. Brady, Jr. 2019-03-05