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