0001225208-23-006527.txt : 20230602 0001225208-23-006527.hdr.sgml : 20230602 20230602182634 ACCESSION NUMBER: 0001225208-23-006527 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230531 FILED AS OF DATE: 20230602 DATE AS OF CHANGE: 20230602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MDU RESOURCES GROUP INC CENTRAL INDEX KEY: 0000067716 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41642 FILM NUMBER: 23990619 BUSINESS ADDRESS: STREET 1: 1200 WEST CENTURY AVENUE CITY: BISMARCK STATE: ND ZIP: 58503 BUSINESS PHONE: 701-530-1000 MAIL ADDRESS: STREET 1: 1200 WEST CENTURY AVENUE CITY: BISMARCK STATE: ND ZIP: 58503 FORMER NAME: FORMER CONFORMED NAME: MONTANA DAKOTA UTILITIES CO DATE OF NAME CHANGE: 19850429 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Knife River Corp CENTRAL INDEX KEY: 0001955520 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 921008893 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1150 W. CENTURY AVE, CITY: BISMARCK STATE: ND ZIP: 58503 BUSINESS PHONE: 701-530-1400 MAIL ADDRESS: STREET 1: 1200 WEST CENTURY AVENUE CITY: BISMARCK STATE: ND ZIP: 58503 FORMER COMPANY: FORMER CONFORMED NAME: Knife River Holding Co DATE OF NAME CHANGE: 20221121 4 1 doc4.xml X0407 4 2023-05-31 0001955520 Knife River Corp KNF 0000067716 MDU RESOURCES GROUP INC 1200 WEST CENTURY AVENUE BISMARCK ND 58503 1 0 Common Stock 2023-05-31 4 J 0 51340729.0000 0.0000 D 5656621.0000 D On May 10, 2023, MDU Resources Group, Inc. ("MDU Resources") reported that it owned 1,000 shares of common stock of Knife River Corporation ("Knife River"), which at the time was all of the issued and outstanding shares of common stock of Knife River. Pursuant to a plan of separation approved by the board of directors of MDU Resources, MDU Resources made a pro rata distribution to its stockholders of record as of the close of business on May 22, 2023, of approximately 90% of the outstanding Knife River common stock (the "Distribution"). In anticipation of the Distribution, which occurred at 11:59 p.m. Eastern time on May 31, 2023 (the "Distribution Date"), Knife River issued 56,996,350 shares of Knife River common stock to MDU Resources, such that MDU Resources owned 56,997,350 shares of Knife River common stock, representing all of the issued and outstanding shares of Knife River common stock as of the Distribution Date and prior to the Distribution. In connection with the Distribution, MDU Resources (i) distributed 50,909,593 shares of Knife River common stock to its stockholders by way of a pro rata dividend, (ii) transferred 431,136 shares of Knife River common stock to Knife River Corporation - Northwest, a wholly owned subsidiary of Knife River, in settlement of that certain hook stock exchange agreement dated May 19, 2023, and (iii) retained the remaining 5,656,621 shares of Knife River common stock. A summary of the hook stock exchange can be found in the section entitled "Capitalization" in Knife River's information statement, dated as of and filed with the Securities and Exchange Commission on May 10, 2023. /s/ Paul R. Sanderson, Vice President, Chief Legal Officer and Secretary 2023-06-02