0000899243-18-021191.txt : 20180802 0000899243-18-021191.hdr.sgml : 20180802 20180802162432 ACCESSION NUMBER: 0000899243-18-021191 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180731 FILED AS OF DATE: 20180802 DATE AS OF CHANGE: 20180802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stavros Christopher G CENTRAL INDEX KEY: 0001613357 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38083 FILM NUMBER: 18988710 MAIL ADDRESS: STREET 1: 1230 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Magnolia Oil & Gas Corp CENTRAL INDEX KEY: 0001698990 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 815365682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-842-9050 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Magnolia Oil & Gas DATE OF NAME CHANGE: 20180801 FORMER COMPANY: FORMER CONFORMED NAME: TPG Pace Energy Holdings Corp. DATE OF NAME CHANGE: 20170224 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-07-31 0 0001698990 Magnolia Oil & Gas Corp MGY 0001613357 Stavros Christopher G C/O MAGNOLIA OIL & GAS CORPORATION 1001 FANNIN STREET, SUITE 400 HOUSTON TX 77002 0 1 0 0 Executive VP, CFO & Secretary Class A Common Stock 2018-07-31 4 A 0 112500 0.00 A 113500 D Performance Share Units ("PSUs") 2018-07-31 4 A 0 112500 0.00 A Class A Common Stock 112500 112500 D Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Form S-8 Effective Date"). The RSUs will vest in three equal annual installments beginning on August 1, 2019. Each PSU represents a contingent right to receive 1.5 shares of Class A Common Stock. The Company has approved the grant of PSUs immediately following the Form S-8 Effective Date. Subject to the grantee's continued employment through July 31, 2021 (the "Vesting Date"), the PSUs will vest as follows: (a) 50% of the PSUs will vest on the Vesting Date if for 10 days within any period of 20 consecutive trading days from August 1, 2018 to July 31, 2021 (the "Performance Period") the closing price of Class A Common Stock (the "Closing Price") is equal to or greater than $12.00 (the "Threshold Level"), (b) 100% of the PSUs will vest on the Vesting Date if for 15 days within any period of 20 consecutive trading days during the Performance Period the Closing Price is equal to or greater than $13.00 (the "Target Level") and (c) 150% of the PSUs will vest on the Vesting Date if for 20 consecutive trading days during the Performance Period the Closing Price is equal to or greater than $14.00 (the "Maximum Level"). (Continued from footnote 3) If the Closing Price is between the Threshold Level and Target Level or the Target Level and Maximum Level for 10 days or 15 days, respectively, during any period of 20 consecutive trading days during the Performance Period the percent of PSUs that will vest will be determined using linear interpolation. Joan M. Gallagher is signing on behalf Mr. Stavros pursuant to the Power of Attorney dated July 31, 2018, which was previously filed with the Securities and Exchange Commission. /s/ Joan M. Gallagher, as Attorney-in-Fact 2018-08-02