0001104659-21-077164.txt : 20210604
0001104659-21-077164.hdr.sgml : 20210604
20210604172041
ACCESSION NUMBER: 0001104659-21-077164
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210602
FILED AS OF DATE: 20210604
DATE AS OF CHANGE: 20210604
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Geiser Edward
CENTRAL INDEX KEY: 0001839074
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13283
FILM NUMBER: 21997452
MAIL ADDRESS:
STREET 1: 2727 ALLEN PARKWAY
STREET 2: SUITE 1850
CITY: HOUSTON
STATE: TX
ZIP: 77019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PENN VIRGINIA CORP
CENTRAL INDEX KEY: 0000077159
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 231184320
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 16285 PARK TEN PLACE
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77084
BUSINESS PHONE: 7137226500
MAIL ADDRESS:
STREET 1: 16285 PARK TEN PLACE
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77084
FORMER COMPANY:
FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO
DATE OF NAME CHANGE: 19670501
4
1
tm2118843-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-06-02
0
0000077159
PENN VIRGINIA CORP
PVAC
0001839074
Geiser Edward
2727 ALLEN PARKWAY
SUITE 1850
HOUSTON
TX
77019
1
0
1
0
Series A Preferred Stock
2021-06-02
4
J
0
8.89
A
2021-07-14
Common Stock
889
54061.41
I
See Footnotes
As previously reported, on January 15, 2021, Rocky Creek Resources, LLC, a Delaware limited liability company ("RCR"), was issued 54,052.52 shares of Series A Preferred Stock of the Issuer ("Series A Preferred Stock") and 5,405,252 Common Units ("Common Units") of PV Energy Holdings, L.P., a Delaware limited partnership and subsidiary of the Issuer (the "Partnership") pursuant to the Contribution Agreement dated November 2, 2020 (the "Contribution Agreement").
RCR may elect to have each Common Unit, together with 1/100th of a share of Series A Preferred Stock, held by it, redeemed at any time on or after July 14, 2021 for, at the Partnership's option, either (a) one share of common stock, par value $0.01, of the Issuer ("Common Stock") or (b) a cash payment equal to the average of the volume-weighted closing price of one share of Common Stock for the five trading days prior to the date RCR delivers a notice of redemption for each Common Unit and 1/100th of a share of Series A Preferred Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications).
On June 2, 2021, RCR became entitled to receive 8.89 shares of Series A Preferred Stock and 889 Common Units pursuant to customary post-closing adjustments set forth in the Contribution Agreement. The number of shares of Series A Preferred Stock and Common Units issuable pursuant to the post-closing adjustments was determined on June 2, 2021 pursuant to a final settlement statement in accordance with the Contribution Agreement.
RCR is controlled by Juniper Capital II, L.P., a Delaware limited partnership and investment fund ("Fund II"), and Fund II owns a majority of the membership interests in RCR. Juniper Capital II GP, L.P., a Delaware limited partnership ("Fund II GP"), is the sole general partner of Fund II. Mr. Geiser indirectly controls Fund II GP.
Mr. Geiser indirectly controls Fund II and therefore may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by RCR. Mr. Geiser disclaims beneficial ownership of the shares held by RCR except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
N/A.
/s/ Edward Geiser
2021-06-04