SEC Form 4 · accession 0001070412-18-000021
CNX Resources Corp · CNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
N J Deiuliis
Officer — President and CEO · Director
Period of report
Jan 30, 2018
Accepted (ET)
Feb 1, 2018 · 5:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001070412
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common shares, $0.01 par value per shareF1,F2 | Jan 30, 2018 | A | 197,369 | $0.00 | A | 778,020 | D | |
| Common shares, $0.01 par value per shareF3,F2 | Jan 30, 2018 | F | 15,813 | $13.68 | D | 762,207 | D | |
| Common shares, $0.01 par value per shareF3,F2 | Jan 30, 2018 | F | 26,830 | $14.01 | D | 735,377 | D | |
| Common shares, $0.01 par value per shareF4,F2 | Jan 30, 2018 | A | 132,604 | $0.00 | A | 867,981 | D | |
| Common shares, $0.01 par value per shareF5,F2 | Jan 30, 2018 | F | 57,976 | $13.68 | D | 810,005 | D | |
| Common shares, $0.01 par value per shareF6,F2 | Jan 30, 2018 | A | 192,016 | $0.00 | A | 1,002,021 | D | |
| Common shares, $0.01 par value per shareF5,F2 | Jan 30, 2018 | F | 83,950 | $13.68 | D | 918,071 | D | |
| Common shares, $0.01 par value per share | Nov 8, 2017 | G | 77,081 | $0.00 | D | 0 | I | By 2015-3 GRAT |
| Common shares, $0.01 par value per share | Aug 11, 2017 | G | 26,494 | $0.00 | D | 0 | I | By 2015-2 GRAT |
| Common shares, $0.01 par value per share | Mar 30, 2017 | G | 9,171 | $0.00 | D | 20,829 | I | By 2016-1 GRAT |
| Common shares, $0.01 par value per shareF7 | Jan 30, 2018 | G | 54,662 | $0.00 | A | 55,760 | I | By Trust for Daughters |
| Common shares, $0.01 par value per shareF2,F8 | Jan 30, 2018 | G | 58,084 | $0.00 | A | 976,155 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Grant of restricted stock units, which vest annually in equal installments over a period of three years, under the Company's Equity Incentive Plan.
- F2On November 28, 2017, the Issuer completed the separation of its business into two independent, publicly-traded companies (the "Separation"): the Issuer and CONSOL Energy Inc. In connection with the Separation, and pursuant to the terms of an Employee Matters Agreement dated November 28, 2017 (the "Employee Matters Agreement"), all equity awards held by the reporting person with respect to the Issuer's common stock were adjusted in a manner intended to preserve the aggregate intrinsic value of the original award. The amount of securities reported on this Form 4 reflect the aforementioned adjustment.
- F3Represents shares automatically withheld to satisfy the reporting person's tax liability from the vesting of restricted stock units previously granted to him.
- F4Represents the vesting and settlement of performance share units previously granted to the reporting person under the Long Term Incentive Program for the 2015-2017 performance period.
- F5Represents shares automatically withheld to satisfy the reporting person's tax liability from the vesting and settlement of performance share units previously granted to him.
- F6Represents the vesting and settlement of performance share units previously granted to the reporting person under the Long Term Incentive Program for the 2017 tranche performance period.
- F7The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.
- F8Of the 976,155 shares owned directly, 320,104 are restricted stock units (including dividend equivalent rights).