4//SEC Filing
Range Resources - Louisiana, Inc. 4
Accession 0001140361-16-080184
CIK 0001599222operating
Filed
Sep 18, 8:00 PM ET
Accepted
Sep 19, 4:17 PM ET
Size
6.9 KB
Accession
0001140361-16-080184
Insider Transaction Report
Form 4
Smith Gary Lee
Other
Transactions
- Disposition to Issuer
Common Stock
2016-09-16−1,084,971→ 0 total
Footnotes (3)
- [F1]534,971 of the shares are subject to a prepaid variable forward contract, entered into on February 23, 2016, with an unaffiliated third party buyer pursuant to a master agreement dated March 19, 2015. As previously reported, the contract obligates the reporting person to deliver to the buyer up to 267,485 Common Shares and 267,486 Common Shares or an equivalent amount of cash (if elected by him) on the maturity dates of the contract (February 15, 2018 and February 16, 2018, respectively, or such earlier dates as the parties determine). In exchange for assuming this obligation, the reporting person received a total cash payment of $4,590,076.70 as of the date of entering into the contract. The reporting person pledged 534,971 shares of Common Stock ("Pledged Shares") to secure his obligations under the master agreement, and retained dividend and voting rights in the Pledged Shares during the period of the pledge.
- [F2]On September 16, 2016, pursuant to the Agreement and Plan of Merger dated as of May 15, 2016 (the "Merger Agreement"), by and among Memorial Resource Development Corp. (the "Company"), Range Resources Corporation ("Range") and Medina Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of Range.
- [F3]Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger owned by the Reporting Person was converted at such time into the right to receive 0.375 of a share of Range common stock, or in the case of fractional shares of Range common stock, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Range common stock multiplied by (ii) the volume weighted average price of Range common stock for the five consecutive trading days immediately prior to the closing date of the Merger as reported by Bloomberg, L.P. The closing price per share of Range common stock on the day prior to the effective date of the merger was $39.37.
Documents
Issuer
Range Resources - Louisiana, Inc.
CIK 0001599222
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001599222
Filing Metadata
- Form type
- 4
- Filed
- Sep 18, 8:00 PM ET
- Accepted
- Sep 19, 4:17 PM ET
- Size
- 6.9 KB