SEC Form 4 · accession 0001209191-16-102136
QEP RESOURCES, INC. · QEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew T. Thompson
Officer — VP, Energy
Period of report
Feb 22, 2016
Accepted (ET)
Feb 24, 2016 · 8:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001108827
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 58,566 | D | ||
| Common Stock | holding | — | — | — | 2,212 | I | Employee Investment Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF1,F2 | $0.00 | Feb 22, 2016 | A | 278 | A | — | — | Phantom Stock Units | 278 | 34,086 | D |
| Phantom Stock UnitsF3,F2 | $0.00 | Feb 22, 2016 | M | 3,738 | D | — | — | Phantom Stock Units | 3,738 | 30,348 | D |
| Phantom Stock UnitsF4 | $0.00 | holding | — | — | — | — | — | Phantom Stock Units | 1,577 | 1,577 | D |
| Stock Option | $23.98 | holding | — | — | — | Mar 5, 2012 | Mar 5, 2016 | Common Stock | 10,000 | 10,000 | D |
| Stock OptionF5 | $27.98 | holding | — | — | — | — | Sep 3, 2020 | Common Stock | 3,181 | 3,181 | D |
| Stock OptionF6 | $31.74 | holding | — | — | — | — | Feb 13, 2021 | Common Stock | 7,448 | 7,448 | D |
| Stock OptionF7 | $21.69 | holding | — | — | — | — | Feb 12, 2022 | Common Stock | 15,420 | 15,420 | D |
| Stock OptionF8 | $10.12 | holding | — | — | — | — | Feb 16, 2023 | Common Stock | 16,448 | 16,448 | D |
Explanation of responses
- F1Represents the above-target earned portion of the phantom stock units (PSUs). In 2013, QEP granted 3,460 PSUs, which amount was equal to the cash amount to be received if target performance was achieved. Payout was made at 108 percent.
- F2These PSUs are associated with QEP's Long Term Cash Incentive Plan for the performance period ended December 31, 2015.
- F3In accordance with QEP's Cash Incentive Plan, the total represents PSUs on which payout was made in cash at 108 percent of target, including target PSUs granted in 2013 and above-target PSUs earned based on performance.
- F4Phantom stock units will be payable in cash on the date of, or at a designated anniversary date following, the first to occur of the reporting person's (i) distribution election date which is not earlier than two years from the plan year (ii) separation from service from QEP (subject to 6-month delay if necessary to comply with IRC 409A), (iii) death or (iv) disability, pursuant to the QEP Resources, Inc. Deferred Compensation Wrap Plan. This total includes shares attributable to the 401(k) supplemental program of the Deferred Compensation Wrap Plan. Consequently, share totals may change without any visible activity.
- F5The option vests in three annual installments beginning on September 5, 2014, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
- F6The option vests in three annual installments beginning on March 5, 2015, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
- F7The option vests in three annual installments beginning on March 5, 2016, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
- F8The option vests in three annual installments beginning on March 5, 2017, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.