SEC Form 4 · accession 0001040593-18-000029
CARRIZO OIL & GAS INC · CRZO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerald A Morton
Officer — General Counsel & VP-Bus Dev
Period of report
Mar 9, 2018
Accepted (ET)
Mar 20, 2018 · 6:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001040593
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 17, 2018 | M | 4,358 | $0.00 | A | 96,093 | D | |
| Common Stock | Mar 17, 2018 | M | 6,089 | $0.00 | A | 102,182 | D | |
| Common Stock | Mar 17, 2018 | M | 10,360 | $0.00 | A | 112,542 | D | |
| Common Stock | Mar 17, 2018 | M | 10,496 | $0.00 | A | 123,038 | D | |
| Common StockF4 | Mar 19, 2018 | S | 11,174 | $15.0761 | D | 111,864 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | $0.00 | Mar 9, 2018 | A | 59,595 | A | — | — | Common Stock | 59,595 | 59,595 | D |
| Stock Appreciation RightsF7,F8 | $14.67 | Mar 9, 2018 | A | 67,968 | A | — | Mar 17, 2025 | Common Stock | 67,968 | 67,968 | D |
| Performance Share UnitsF9,F10 | $0.00 | Mar 17, 2018 | M | 4,980 | D | — | — | Common Stock | 4,980 | 0 | D |
| Restricted Stock UnitsF5,F11 | $0.00 | Mar 17, 2018 | M | 6,089 | D | — | — | Common Stock | 6,089 | 0 | D |
| Restricted Stock UnitsF5,F12 | $0.00 | Mar 17, 2018 | M | 10,360 | D | — | — | Common Stock | 10,360 | 10,360 | D |
| Restricted Stock UnitsF5,F13 | $0.00 | Mar 17, 2018 | M | 10,496 | D | — | — | Common Stock | 10,496 | 20,992 | D |
Explanation of responses
- F1This amount represents approximately 87.5% of the target performance share units granted based upon the issuer's total shareholder return measured against an industry peer group over a three year period.
- F10These performance share units vested on March 17, 2018. The number of performance share units can range from 0% to 200% of the units granted based upon the issuer's total shareholder return measured against an industry peer group over a three year period.
- F11These restricted stock units vested in three equal installments on March 17, 2016, March 17, 2017 and March 17, 2018.
- F12These restricted stock units vested, or will vest, in three equal installments on March 17, 2017, March 17, 2018 and March 17, 2019.
- F13These restricted stock units vested, or will vest, in three equal installments on March 17, 2018, March 17, 2019 and March 17, 2020.
- F2These transactions were effected in accordance with Rule 10b5-1.
- F3The sales reported in this Form 4 were effected to satisfy the reporting person's federal income tax obligations with respect to the vesting of equity awards.
- F4The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. These shares were sold in multiple transactions at prices ranging from $14.85 to $15.53, inclusive.
- F5Each restricted stock unit represents a contingent right to receive one share of common stock.
- F6These restricted stock units vest in three equal installments on March 17, 2019, March 17, 2020 and March 17, 2021.
- F7These stock appreciation rights are settled solely in cash.
- F8These stock appreciation rights vest in three equal installments on March 17, 2019, March 17, 2020 and March 17, 2021.
- F9Each performance share unit represents a contingent right to receive one share of common stock.