0000899243-21-039530.txt : 20211007 0000899243-21-039530.hdr.sgml : 20211007 20211007061139 ACCESSION NUMBER: 0000899243-21-039530 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211005 FILED AS OF DATE: 20211007 DATE AS OF CHANGE: 20211007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burnett Richard Alan CENTRAL INDEX KEY: 0001600737 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37670 FILM NUMBER: 211311020 MAIL ADDRESS: STREET 1: 12377 MERIT DRIVE, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75251 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Lonestar Resources US Inc. CENTRAL INDEX KEY: 0001661920 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 810874035 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 BOLAND STREET, SUITE 300 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 8175466403 MAIL ADDRESS: STREET 1: 111 BOLAND STREET, SUITE 300 CITY: FORT WORTH STATE: TX ZIP: 76107 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-05 1 0001661920 Lonestar Resources US Inc. LONE 0001600737 Burnett Richard Alan C/O LONESTAR RESOURCES US INC. 111 BOLAND STREET, SUITE 301 FORT WORTH TX 76107 1 1 0 0 Chairman of the Board Common Stock 2021-10-05 4 D 0 9800 D 0 D Restricted Stock Units 2021-10-05 4 A 0 10015 0.00 A Common Stock 10015 24015 D Restricted Stock Units 2021-10-05 4 D 0 24015 D Common Stock 24015 0 D On October 5, 2021, pursuant to the Agreement and Plan of Merger dated as of July 10, 2021 (the "Merger Agreement"), by and among Penn Virginia Corporation ("Penn Virginia"), Lonestar Resources US Inc. ("Lonestar") and the other parties thereto, Upsilon Merger Sub Inc. merged with and into Lonestar (the "First Merger"), with Lonestar surviving the First Merger as the surviving corporation (the "Surviving Corporation"), and following the First Merger, the merger of the Surviving Corporation with and into Pi Merger Sub LLC ("Merger Sub LLC"), with Merger Sub LLC continuing as the surviving entity. Pursuant to the Merger Agreement, each share of Lonestar common stock issued and outstanding immediately prior to the effective time of the First Merger was converted into the right to receive 0.51 shares of Penn Virginia common stock (the "Exchange Ratio"). (Continued from footnote 1) On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32. Each restricted stock unit ("RSU") represented the right to receive one share of Lonestar common stock. Pursuant to the Merger Agreement, each RSU of Lonestar outstanding as of immediately prior to the effective time of the First Merger became fully vested and was cancelled and converted into the right to receive a number of shares of Penn Virginia common stock obtained by multiplying (A) the number of shares of Lonestar common stock subject to such RSU as of immediately prior to the effective time of the First Merger, by (B) the Exchange Ratio, less applicable tax withholdings. On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32. This award of RSUs provided for vesting with respect to (x) 50% of the RSUs on the date of grant, and (y) 50% of the RSUs on December 31, 2021. These awards of RSUs, which vested in full pursuant to the Merger Agreement, consisted of (i) 28,000 time-based RSUs which provided for vesting with respect to (x) 50% of the time-based RSUs on April 13, 2020, and (y) 50% of the time-based RSUs on December 31, 2021 and (ii) 10,015 time-based RSUs granted immediately prior to the consummation of the transactions contemplated by the Merger Agreement, which provided for vesting with respect to (x) 50% of the time-based RSUs on the date of grant, and (y) 50% of the time-based RSUs on December 31, 2021. /s/ Jason Werth, as Attorney-In-Fact for Richard Alan Burnett 2021-10-07