SEC Form 4 · accession 0001104659-15-045455
MAGNUM HUNTER RESOURCES CORP · MHRCQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David H Batchelder
10% Owner
RELATIONAL INVESTORS LLC
10% Owner
Ralph V Whitworth
10% Owner
Period of report
Jun 11, 2015
Accepted (ET)
Jun 15, 2015 · 5:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001335190
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Jun 11, 2015 | S | 669,807 | $1.39 | D | 29,559,273 | I | Through Limited Partnerships and managed accounts managed by reporting persons |
| Common StockF3,F1 | Jun 12, 2015 | S | 1,275,000 | $1.28 | D | 28,284,273 | I | Through Limited Partnerships and managed accounts managed by reporting persons |
| Common StockF4,F1 | Jun 15, 2015 | S | 791,586 | $1.28 | D | 27,492,687 | I | Through Limited Partnerships and managed accounts managed by reporting persons |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F5 | $8.50 | Apr 3, 2015 | J | 2,142,858 | D | May 29, 2014 | Apr 15, 2016 | Common Stock | 2,142,858 | 0 | I |
Explanation of responses
- F1Relational Investors LLC ("RILLC") is the general partner or investment manager of certain affiliated entities. RILLC and the affiliated entities own a total of 27,492,687 shares. RILLC is managed by Ralph V. Whitworth and David H. Batchelder, each of which is a reporting person hereunder. Ralph V. Whitworth and David H. Batchelder disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.
- F2The price in column 4 is a weighted average price. The prices actually received ranged from $1.38 to $1.51. Upon request, the reporting persons will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.
- F3The price in column 4 is a weighted average price. The prices actually received ranged from $1.25 to $1.36. Upon request, the reporting persons will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.
- F4The price in column 4 is a weighted average price. The prices actually received ranged from $1.25 to $1.31. Upon request, the reporting persons will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.
- F5The Issuer withdrew the Form S-1 registration statement registering the offer and sale of the Common Stock underlying these warrants on April 3, 2015 as the discrepancy between the market price of the Company's common stock and the exercise price of the warrants made it unlikely that the warrants will be exercised. Pursuant to the terms of the warrant agreement, no issuance of shares of Common Stock upon exercise of warrants shall be made unless there is a current prospectus covering such shares of Common Stock under an effective registration statement under the Securities Act.