SEC Form 4 · accession 0001070412-18-000035
CNX Resources Corp · CNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William N Thorndike Jr.
Director
Period of report
Feb 12, 2018
Accepted (ET)
Feb 13, 2018 · 5:50 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 | Feb 12, 2018 | P | 35,000 | $12.8007 | A | 35,000 | I | By Trust |
| Common shares, $0.01 par value per shareF3,F4 | holding | — | — | — | 131,156 | D | ||
| Common shares, $0.01 par value per shareF5 | holding | — | — | — | 50,000 | I | Pecuniary interest in third party account |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the weighted average of 294 open-market purchase transactions ranging from $12.71 to $12.93 per share. The reporting person agrees to provide full infomration regarding the number of shares purchased at each separate price paid if requested by the SEC staff, the Company or a security holder of the Company.
- F2The shares being reported were purchased by The W. Nicholas and Joan I. Thorndike 1998 Trust for William N. Thorndike, Jr. U/I dtd 12/22/98, in which the reporting person shares voting and investment power.
- F3Of the 131,156 shares owned directly, 13,677 are deferred stock units, 8,032 are deferred shares and 29,447 are restricted stock units (including dividend equivalent rights).
- F4On 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.
- F5The reporting person may be deemed to have a pecuniary interest with respect to the 50,000 shares held in the third party account. The reporting person disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the reporting person is the beneficial owner of these shares for purpose of Section 16 or for any other purpose.