0001104659-20-003857.txt : 20200114 0001104659-20-003857.hdr.sgml : 20200114 20200114145443 ACCESSION NUMBER: 0001104659-20-003857 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200113 FILED AS OF DATE: 20200114 DATE AS OF CHANGE: 20200114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eberhard Michael CENTRAL INDEX KEY: 0001678072 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35245 FILM NUMBER: 20525837 MAIL ADDRESS: STREET 1: 1625 BROADWAY STREET 2: SUITE 300 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SRC Energy Inc. CENTRAL INDEX KEY: 0001413507 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 202835920 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 2600 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 720-616-4300 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 2600 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: SYNERGY RESOURCES Corp DATE OF NAME CHANGE: 20160415 FORMER COMPANY: FORMER CONFORMED NAME: SYNERGY RESOURCES CORP DATE OF NAME CHANGE: 20081104 FORMER COMPANY: FORMER CONFORMED NAME: Brishlin Resources, Inc. DATE OF NAME CHANGE: 20071217 4 1 a4.xml 4 X0306 4 2020-01-13 1 0001413507 SRC Energy Inc. SRCI 0001678072 Eberhard Michael 1675 BROADWAY, SUITE 2600 DENVER CO 80202 0 1 0 0 EVP, Chief Operations Officer Common Stock 2020-01-14 4 D 0 64654 D 0 D Common Stock 2020-01-14 4 D 0 10000 D 0 D Common Stock 2020-01-14 4 D 0 187879 D 0 D Performance Share Units 2020-01-13 4 A 0 83108 0 A 2021-12-31 Common Stock 83108 83108 D Performance Share Units 2020-01-14 4 D 0 83108 D 2021-12-31 Common Stock 83108 0 D Performance Share Units 0.0 2020-01-14 4 D 0 23519 D 2020-12-31 Common Stock 23519 0 D Performance Share Units 0.0 2020-01-14 4 D 0 27438 D 2020-12-31 Common Stock 27438 0 D Performance Share Units 0.0 2020-01-14 4 D 0 37265 D 2021-12-31 Common Stock 37265 0 D Performance Share Units 0.0 2020-01-14 4 D 0 37265 D 2021-12-31 Common Stock 37265 0 D Performance Share Units 0.0 2020-01-14 4 D 0 40729 D 2021-12-31 Common Stock 40729 0 D Non-Qualified Stock Option 10.34 2020-01-14 4 D 0 100000 D 2025-09-01 Common Stock 100000 0 D On January 14, 2020, pursuant to the Agreement and Plan of Merger, dated as of August 25, 2019 (the "Merger Agreement"), by and between PDC Energy, Inc. ("PDC") and SRC Energy Inc. (the "Company"), the Company merged with and into PDC (the "Merger"), with PDC surviving the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time owned by the reporting person converted into the right to receive 0.158 of a validly issued, fully-paid and nonassessable share of PDC common stock, with cash in lieu of any fractional shares (the "Merger Consideration"). The closing price per share of PDC common stock on January 13, 2020, the day prior to the Effective Time, was $25.78. On January 14, 2020, immediately prior to the Effective Time, each then outstanding restricted stock unit award in respect of shares of SRC common stock, whether vested or unvested, became fully vested and was cancelled and converted into the right to receive the Merger Consideration in respect of each share of SRC common stock subject to the award (less required tax withholdings), pursuant to the Merger Agreement. Pursuant to the Merger Agreement and immediately prior to the Effective Time, each then outstanding bonus share unit ("Stock Bonus") award, whether vested or unvested, automatically became fully vested and, in lieu of the issuance of shares of SRC common stock in respect of such Stock Bonus award, was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of SRC common stock subject to such Stock Bonus award as of immediately prior to the Effective Time (less required tax withholdings). Each performance share unit granted on 1/13/2020 (each a "New PSU") represents a contingent right to receive a share of SRC common stock. The amount reported represents the "target" number, and vests upon the achievement of specified metrics during the performance period as described in the related grant agreement. The New PSUs were granted under the 2015 SRC Equity Plan. Pursuant to the Merger Agreement and immediately prior to the Effective Time, each then outstanding New PSU award was automatically assumed by PDC and converted automatically into a performance stock unit award of PDC, subject to the same terms and conditions as were applicable to the New PSU awards immediately prior to the Effective Time. The "target" number of shares of PDC common stock for such assumed awards will be equal to the product obtained by multiplying (a) the "target" number of shares of SRC common stock subject to the New PSU award immediately prior to the Effective Time by (b) 0.158 (rounding the resulting number to the nearest whole number of shares of PDC common stock). Each PDC assumed New PSU award will remain outstanding under the 2015 SRC Equity Plan and will otherwise be subject to the same terms and conditions as were applicable to the New PSU award immediately prior to the Effective Time, including any performance-based vesting terms. Each performance share unit other than a New PSU (each a "PSU") represented a contingent right to receive a share of SRC common stock based upon the price of the common stock compared to the Company's peer group over the performance period. The amount reported represented the "target" number, and vesting was based upon the achievement of specified metrics compared to certain peers as described in the related grant agreement. The PSUs were granted under the 2015 SRC Equity Plan. Pursuant to the Merger Agreement and immediately prior to the Effective Time, each then outstanding PSU in respect of shares of SRC common stock, whether vested or unvested, became automatically vested (with performance-based vesting to be deemed satisfied as if performance had been achieved at the target level (i.e., 100%)), and, in lieu of the issuance of the target number of shares of SRC common stock in respect of such PSU award, was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of SRC common stock subject to the award at target (with such number of shares determined by deeming the applicable performance goals to be achieved at the target level of performance (i.e., 100%)) (less required tax withholdings). Options vested 20% on September 1, 2016, 20% on September 1, 2017, 20% September 1, 2018, 20% September 1, 2019 and 20% September 1, 2020. Pursuant to the Merger Agreement and immediately prior to the Effective Time, each then outstanding option to purchase shares of SRC common stock, whether vested or unvested, became fully vested, and each such option that was "in the money" relative to the per-share value of the Merger Consideration as determined pursuant to the Merger Agreement was cancelled and converted into the right to receive the Merger Consideration for each share with respect to a number of shares of SRC common stock subject to the option, less a number of shares of SRC common stock equal to the value of the aggregate exercise price of such option (less required tax withholdings). Immediately prior to the Effective Time, each then outstanding option that was "out of the money" relative to the per-share value of the merger consideration as determined pursuant to the Merger Agreement was cancelled in exchange for no consideration. /s/ Michael Eberhard 2020-01-14