SEC Form 4 · accession 0000899243-15-001467
Rosetta Resources Inc. · ROSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald Douglas Patteson Jr.
Director
Period of report
Jul 20, 2015
Accepted (ET)
Jul 21, 2015 · 1:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001340282
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 20, 2015 | D | 46,938 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2,F3 | $24.155 | Jul 20, 2015 | D | 5,000 | D | May 9, 2008 | May 9, 2018 | Common Stock | 5,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $24.595 | Jul 20, 2015 | D | 5,000 | D | May 15, 2007 | May 15, 2017 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2015, by and among the Issuer (hereinafter, "Rosetta"), Noble Energy, Inc. ("Noble") and an indirect wholly owned subsidiary of Noble, at the effective time of the merger (the "Effective Time"), each share of the Rosetta common stock held by the Reporting Person converted into 0.542 shares of Noble common stock having a market value of $36.97 per share at the Effective Time, subject to adjustments for fractional shares, if any.
- F2At the Effective Time, options for the right to purchase Rosetta common stock (each, a "Rosetta Option") converted into the right to purchase (on the same terms and conditions as applicable to such Rosetta Option immediately prior to the Effective Time), the number of shares of Noble common stock determined by multiplying the number of shares of Rosetta common stock subject to such Rosetta Option by 0.542, at an exercise price per each share of Noble common stock equal to the per share exercise price for the shares of Rosetta common stock otherwise purchasable pursuant to each Rosetta Option immediately prior to the Effective Time divided by 0.542.
- F3The option was assumed by Noble in the merger and replaced with an option to purchase 2,710 shares of Noble common stock at an exercise price of $44.566 per share.
- F4The option was assumed by Noble in the merger and replaced with an option to purchase 2,710 shares of Noble common stock at an exercise price of $45.378 per share.