0000351817-24-000107.txt : 20240730 0000351817-24-000107.hdr.sgml : 20240730 20240730164329 ACCESSION NUMBER: 0000351817-24-000107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240730 FILED AS OF DATE: 20240730 DATE AS OF CHANGE: 20240730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WOOLVERTON SEAN C CENTRAL INDEX KEY: 0001699336 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08754 FILM NUMBER: 241158170 MAIL ADDRESS: STREET 1: 920 MEMORIAL CITY WAY, SUITE 850 CITY: HOUSTON STATE: TX ZIP: 77024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SILVERBOW RESOURCES, INC. CENTRAL INDEX KEY: 0000351817 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 203940661 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 920 MEMORIAL CITY WAY STREET 2: SUITE 850 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 2818742700 MAIL ADDRESS: STREET 1: 920 MEMORIAL CITY WAY STREET 2: SUITE 850 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT ENERGY CO DATE OF NAME CHANGE: 19920703 4 1 wk-form4_1722372202.xml FORM 4 X0508 4 2024-07-30 1 0000351817 SILVERBOW RESOURCES, INC. SBOW 0001699336 WOOLVERTON SEAN C 920 MEMORIAL CITY WAY, STE. 850 HOUSTON TX 77024 1 1 0 0 CEO 0 SilverBow Resources, Inc. Common Stock 2024-07-30 4 D 0 413876 D 0 D Stock Option 03/01/2017 29.21 2024-07-30 4 D 0 87081 D 2020-03-01 2027-03-01 SilverBow Resources, Inc. Common Stock 87081 0 D Performance Based Restricted Stock Units 2/23/2022 36.82 2024-07-30 4 D 0 68452 D 2024-12-31 SilverBow Resources, Inc. Common Stock 68452 0 D Performance Based Restricted Stock Units 2/22/2023 36.82 2024-07-30 4 D 0 65000 D 2025-12-31 SilverBow Resources, Inc. Common Stock 65000 0 D Performance Based Restricted Stock Units 2/21/2024 36.82 2024-07-30 4 D 0 70105 D 2026-12-31 SilverBow Resources, Inc. Common Stock 70105 0 D As of the effective time of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement," and the transactions contemplated thereby, the "Merger") entered into on May 15, 2024, by and among the Issuer, Crescent Energy Company ("Parent"), Artemis Acquisition Holdings, Inc., Artemis Merger Sub Inc. and Artemis Merger Sub II LLC, each share of the Issuer's common stock, par value $0.01 per share ("Issuer Common Stock"), held by the Reporting Person as of immediately prior to the effective time of the Merger, was converted into the right to receive, pursuant to an election made by the Reporting Person (subject to possible adjustment pursuant to the terms and conditions set forth in the Merger Agreement and with cash paid in lieu of fractional shares), one of the following forms of consideration: cont'd from Footnote 1: (i) a combination of 1.866 shares of Parent's Class A common stock, par value $0.0001 per share ("Parent Class A Common Stock"), and $15.31 in cash (the "Mixed Consideration"), (ii) $38.00 in cash (the "Cash Election Consideration"), (iii) 3.125 shares of Parent Class A Common Stock (the "Stock Election Consideration"), or (iv) in the event of the Reporting Person's failure to timely deliver an election, the Stock Election Consideration. This amount includes 73,370 shares of Issuer Common Stock subject to awards of time-vesting restricted stock units ("RSUs") held by the Reporting Person as of immediately prior to the effective time of the Merger that, pursuant to the Merger Agreement and as of the effective time of the Merger, were converted into the right to receive (i) a cash payment equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the RSU as of immediately prior to the effective time of the Merger, multiplied by (B) the Cash Election Consideration and (ii) a number of shares of Parent Class A Common Stock equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the RSU as of immediately prior to the effective time of the Merger, multiplied by (B) the Stock Election Consideration. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding award of options to purchase shares of Common Stock held by the Reporting Person as of immediately prior to the effective time of the Merger became fully vested and was cancelled and converted into the right to receive a cash payment equal to (i) the number of shares of Issuer Common Stock subject to each such option as of immediately prior to the effective time of the Merger, multiplied by (ii) the difference between the Cash Election Consideration and the exercise price per share of the Issuer Common Stock subject to such option. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding award of performance-vesting restricted stock units ("PSUs") held by the Reporting Person as of immediately prior to the effective time of the Merger became fully vested and was cancelled and converted into the right to receive (i) a cash payment equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the PSU as of immediately prior to the effective time of the Merger (assuming that all performance-based vesting conditions applicable to such PSU were achieved at the maximum level of performance), multiplied by (B) the Cash Election Consideration and cont'd from Footnote 5: (ii) a number of shares of Parent Class A Common Stock equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the PSU as of immediately prior to the effective time of the Merger (assuming that all performance-based vesting conditions applicable to such PSU were achieved at the maximum level of performance), multiplied by (B) the Stock Election Consideration. /s/ Anne E. Foley, POA for Sean C. Woolverton 2024-07-30