0000899243-22-036723.txt : 20221122 0000899243-22-036723.hdr.sgml : 20221122 20221122163150 ACCESSION NUMBER: 0000899243-22-036723 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221122 FILED AS OF DATE: 20221122 DATE AS OF CHANGE: 20221122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lambertz Shelly CENTRAL INDEX KEY: 0001740754 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32886 FILM NUMBER: 221410874 MAIL ADDRESS: STREET 1: PO BOX 268836 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL RESOURCES, INC CENTRAL INDEX KEY: 0000732834 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 730767549 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20 NORTH BROADWAY CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4052349000 MAIL ADDRESS: STREET 1: PO BOX 268836 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL RESOURCES INC DATE OF NAME CHANGE: 19980811 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-22 1 0000732834 CONTINENTAL RESOURCES, INC CLR 0001740754 Lambertz Shelly PO BOX 268836 20 N. BROADWAY OKLAHOMA CITY OK 73126 1 0 1 1 Member of 10% owner group (6) Common Stock 2022-11-22 4 D 0 140513 D 0 D Common Stock 2022-11-22 4 D 0 28426702 D 0 I Held through Trust Common Stock 2022-11-22 4 D 0 1888 D 0 I Held by child Common Stock 2022-11-22 4 D 0 2300 D 0 I Held by spouse On November 22, 2022 (the "Closing Date"), Omega Acquisition, Inc., an Oklahoma corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation, pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and between the Issuer and Merger Sub. On the Closing Date and in connection with the consummation of the Merger, all shares of common stock, par value $0.01 per share (the "Shares"), of the Issuer held by the Reporting Person outstanding immediately prior to the effective time of the Merger converted into an identical number of newly issued shares of the surviving corporation having identical rights to the previously existing Shares held by the Reporting Person. (Continued from Footnote 1) The number of Shares reported includes 111,169 Company RS Awards. Pursuant to the terms of the Merger Agreement, Shares held by the Reporting Person underlying unvested restricted stock awards (each, a "Company RS Award") issued under the Issuer's long-term incentive compensation plans are treated as Shares and were replaced with a restricted stock unit award covering the same number of shares of the surviving corporation as the number of Shares covered by the Company RS Award. All of the dispositions of Shares reported on this Form 4 are exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-3(e) of the Exchange Act. Securities held in trusts for which the Reporting Person serves as trustee or co-trustee. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. Includes (i) 83,658 Shares held by the Shelly Glenn Lambertz Succession Trust, (ii) 5,380,561 Shares held by the 2015 Shelly Glenn Lambertz Trust I and (iii) 22,962,483 Shares held by the 2015 Shelly Glenn Lambertz Trust II, , which, together with the Reporting Person, are members of a "group" for purposes of Section 13(d) of the Exchange Act. The Reporting Person manages 1,888 Shares held in a custodial account as custodian for her son, Zachary Richard Lambertz. 6. The Reporting Person is a member of a "group" for purposes of Section 13(d) of the Exchange Act. /s/ Richard E. Green, Attorney-In-Fact 2022-11-22