SEC Form 4 · accession 0001209191-18-008776
QEP RESOURCES, INC. · QEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles B Stanley
Officer — President and CEO · Director
Period of report
Feb 7, 2018
Accepted (ET)
Feb 9, 2018 · 3:38 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 | — | — | — | 774,007 | D | ||
| Common Stock | holding | — | — | — | 41,322 | 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 7, 2018 | M | 88,521 | D | — | — | Common Stock | — | 354,782 | D |
| Phantom Stock UnitsF3 | $0.00 | holding | — | — | — | — | — | Phantom Stock Units | 53,605 | 53,605 | D |
| Stock OptionF4 | $16.98 | holding | — | — | — | — | Feb 13, 2024 | Common Stock | 133,705 | 133,705 | D |
| Stock OptionF5 | $10.12 | holding | — | — | — | — | Feb 16, 2023 | Common Stock | 142,106 | 142,106 | D |
| Stock OptionF6 | $21.69 | holding | — | — | — | — | Feb 12, 2022 | Common Stock | 125,985 | 125,985 | D |
| Stock Option | $31.74 | holding | — | — | — | Mar 5, 2017 | Feb 13, 2021 | Common Stock | 87,194 | 87,194 | D |
| Stock Option | $30.12 | holding | — | — | — | Mar 5, 2016 | Feb 13, 2020 | Common Stock | 100,088 | 100,088 | D |
| Stock Option | $30.90 | holding | — | — | — | Mar 5, 2015 | Feb 13, 2019 | Common Stock | 90,350 | 90,350 | D |
| Stock Option | $39.07 | holding | — | — | — | Mar 5, 2014 | Feb 25, 2018 | Common Stock | 63,588 | 63,588 | D |
Explanation of responses
- F1In February 2015, QEP's Compensation Committee granted 88,521 PSUs under the QEP's Cash Incentive Plan, which amount represented the number of common shares on which payout would be made in cash if target performance was achieved during the three-year performance period ended 12/31/17. Payout was earned at 85% of target, and a cash payout was made on 75,243 common shares.
- F2In February 2016 and 2017, QEP's Compensation Committee granted 213,439 PSUs and 141,343 PSUs, respectively, under the QEP's Cash Incentive Plan, which represents the number of common shares on which payout will be made in cash (or, at the election of the Compensation Committee, shares) if target relative TSR performance is achieved during the three-year performance period ending 12/31/18 and 12/31/19, respectively.
- F3Phantom 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.
- F4The option vests in three annual installments beginning on March 5, 2018, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement
- F5The 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.
- F6The 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.