SEC Form 4 · accession 0001144204-15-032273
Vanguard Natural Resources, Inc. · VNRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott W Smith
Officer — President and CEO
Period of report
May 18, 2015
Accepted (ET)
May 19, 2015 · 3:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001384072
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing LLC interests | May 18, 2015 | C | 40,000 | $0.00 | A | 519,787 | D | |
| Common Units representing LLC interests | May 18, 2015 | F | 16,780 | $16.30 | D | 503,007 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F2 | — | May 18, 2015 | D | 40,000 | D | May 18, 2015 | — | Common Units | 40,000 | 80,000 | D |
Explanation of responses
- F1The phantom units were granted pursuant to the execution of a Second Amended and Restated Employment Agreement on February 8, 2010 and subject to a Phantom Unit Award Agreement. Each phantom unit represents the equivalent of one common unit of the Company. The phantom units are subject to vesting in five equal annual installments, with the first vesting date being May 18, 2013, and each subsequent vesting date occurring on each annual anniversary of the first vesting date. The vested phantom units are payable following each vesting date, in either the Company's common units or in a cash amount equal to the fair market value of the Company's common units on the vesting date. The phantom units are accompanied by dividend equivalent rights, which entitle the executives to receive the value of any dividends made by the Company on its units generally with respect to the number of phantom shares that executive received pursuant to this grant and are subject to vesting in three equal annual installments, with the first vesting date on August 1, 2012, the date of grant of the phantom units, and each subsequent vesting date occurring on each annual anniversary of the first vesting date, regardless of whether the underlying phantom units have vested. Vesting of both the underlying phantom units and the tandem dividend equivalent rights is generally subject to the grantee's continued employment through the applicable vesting date, with such other terms as set forth in the applicable award agreement. In the event the executive is terminated for "Cause" (as such term is defined in the Amended Agreement), all phantom units, whether vested or unvested, will be forfeited. The phantom units, once vested, shall be settled upon the earlier to occur of (a) the occurrence of a "Change of Control," (as defined in the LTIP), or (b) the executive's separation from service (as defined in section 409A of the Code).
- F2The phantom units, once vested, shall be settled through the delivery of a number of Common Units equal to the number of such Vested Units, or an amount of cash equal to the Fair Market Value of a Common Unit on the Vesting Date to be paid in a single lump sum payment, as determined by the Comp Committee in its discretion.