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