0000899243-19-005033.txt : 20190227 0000899243-19-005033.hdr.sgml : 20190227 20190227171849 ACCESSION NUMBER: 0000899243-19-005033 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190225 FILED AS OF DATE: 20190227 DATE AS OF CHANGE: 20190227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chase Valerie CENTRAL INDEX KEY: 0001748399 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38083 FILM NUMBER: 19638904 MAIL ADDRESS: STREET 1: NINE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 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: NINE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-842-9050 MAIL ADDRESS: STREET 1: NINE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 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 2019-02-25 0 0001698990 Magnolia Oil & Gas Corp MGY 0001748399 Chase Valerie C/O MAGNOLIA OIL & GAS CORPORATION NINE GREENWAY PLAZA, SUITE 1300 HOUSTON TX 77046 0 1 0 0 VP - CAO & Controller Class A Common Stock 2019-02-25 4 A 0 15425 0.00 A 27925 D Performance Share Units 2019-02-25 4 A 0 9784 0.00 A Class A Common Stock 9784 9784 D Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "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"). On February 25, 2019, the Company granted Valerie Chase an award of 9,784 RSUs (the "First Award") and an award of 5,641 RSUs (the "Second Award"). The RSUs subject to the First Award will vest in three substantially equal installments on March 1, 2020, 2021 and 2022, and the RSUs subject to the Second Award will vest in full on March 15, 2020, in each case, subject to the officer's continued employment through the applicable vesting date. Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period). Exhibit 24 - Power of Attorney Timothy D. Yang is signing on behalf of Valerie Chase pursuant to the Power of Attorney dated February 27, 2019, filed herewith. /s/ Timothy D. Yang, as Attorney-in-Fact 2019-02-27 EX-24 2 attachment1.htm EX-24 DOCUMENT
                               POWER OF ATTORNEY
              FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
                   FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G

The undersigned hereby constitutes and appoints Christopher Stavros, Joan
Gallagher, and Timothy D. Yang, or any of them acting without the other, with
full power of substitution, as the undersigned's true and lawful attorney-in-
fact to:

    (1)  Execute for and on behalf of the undersigned a Form ID (including
amendments thereto), or any other forms prescribed by the Securities and
Exchange Commission, that may be necessary to obtain codes and passwords
enabling the undersigned to make electronic filings with the Securities and
Exchange Commission of the forms referenced in clause (2) below;

    (2)  Execute for and on behalf of the undersigned any (a) Form 3, Form 4 and
Form 5 (including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
thereunder, (b) Form 144 (including amendments thereto) and (c) Schedule 13D and
Schedule 13G (including amendments thereto) in accordance with Sections 13(d)
and 13(g) of the Exchange Act, but only to the extent each form or schedule
relates to the undersigned's beneficial ownership of securities of Magnolia Oil
& Gas Corporation, or any of its subsidiaries;

    (3)  Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form ID, Form 3,
Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments
thereto) and timely file the forms or schedules with the Securities and Exchange
Commission and any stock exchange or quotation system, self-regulatory
association or any other authority, and provide a copy as required by law or
advisable to such persons as the attorney-in-fact deems appropriate; and

    (4)  Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best interest of
or legally required of the undersigned, it being understood that the documents
executed by the attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in the form and shall contain the terms and
conditions as the attorney-in-fact may approve in the attorney-in-fact's
discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein.  The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, is not assuming (nor is Magnolia Oil & Gas
Corporation assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.

The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact.  The undersigned also agrees to indemnify
and hold harmless Magnolia Oil & Gas Corporation and the attorney-in-fact
against any losses, claims, damages or liabilities (or actions in these
respects) that arise out of or that are based upon any untrue statements or
omissions of necessary facts in the information provided by or at the direction
of the undersigned, or upon the lack of timeliness in the delivery of
information by or at the direction of the undersigned, to the attorney-in-fact
for purposes of executing, acknowledging, delivering or filing a Form ID, Form
3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments
thereto) with respect to the undersigned's holdings of and transactions in
securities issued by Magnolia Oil & Gas Corporation and agrees to reimburse
Magnolia Oil & Gas Corporation and the attorney-in-fact on demand for any legal
or other expenses reasonably incurred in connection with investigating or
defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Form ID, Form 3, Form 4, Form 5,
Form 144, Schedule 13D and Schedule 13G (including amendments thereto) with
respect to the undersigned's holdings of and transactions in securities issued
by Magnolia Oil & Gas Corporation, unless earlier revoked by the undersigned in
a signed writing delivered to the attorney-in-fact.  This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.

                            [Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

                                      Dated: February 27, 2019

                                      /s/ Valerie Chase
                                      ------------------------------
                                      Valerie Chase
                                      VP, Chief Accounting Officer & Controller