0000899243-20-030976.txt : 20201113 0000899243-20-030976.hdr.sgml : 20201113 20201113160524 ACCESSION NUMBER: 0000899243-20-030976 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201113 FILED AS OF DATE: 20201113 DATE AS OF CHANGE: 20201113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HODGES MICHAEL L CENTRAL INDEX KEY: 0001551757 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 201311458 MAIL ADDRESS: STREET 1: C/O REX ENERGY CORP STREET 2: 366 WALKER DRIVE CITY: STATE COLLEGE STATE: PA ZIP: 16801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Montage Resources Corp CENTRAL INDEX KEY: 0001600470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 464812998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 122 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 300 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (469) 444-1647 MAIL ADDRESS: STREET 1: 122 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 300 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: Eclipse Resources Corp DATE OF NAME CHANGE: 20140219 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-11-13 1 0001600470 Montage Resources Corp MR 0001551757 HODGES MICHAEL L 122 WEST JOHN CARPENTER FREEWAY IRVING TX 75039 0 1 0 0 EVP & CFO Common Stock 2020-11-13 4 D 0 72587 D 0 D Performance Units 2020-11-13 4 D 0 144500 D Common Stock 144500 0 D On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock"). On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86. Includes, 61,500 common shares underlying time-based restricted stock unit awards ("Issuer RSU Award"), which, pursuant to the Merger Agreement, were converted into an award, on the same terms and conditions as were applicable under such Issuer RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Southwestern Common Stock determined by multiplying (i) the number of shares of Issuer common stock subject to such Issuer RSU Award immediately prior to the effective time of the Merger by (ii) 1.8656 shares of Southwestern Common Stock. Pursuant to the Merger Agreement, each performance-based restricted stock unit award ("Issuer PSU Award") was terminated and vested in accordance with its terms and converted into the right to receive, in settlement thereof, at Southwestern's election, (a) a number of shares of Southwestern Common Stock equal to the product obtained by multiplying (i) the applicable number of shares of earned performance units subject to such Issuer PSU Award by (ii) 1.8656 shares of Southwestern Common Stock, with any fractional shares resulting from such conversion rounded down to the nearest whole, or (b) cash in an amount equal to the fair market value of the number of shares of Southwestern Common Stock determined by clause (a). /s/ Frank E. Day, Attorney-in-fact 2020-11-13