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