SEC Form 4 · accession 0001384072-17-000014
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
Jan 1, 2017
Accepted (ET)
Jan 5, 2017 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001384072
Table I — non-derivative securities
No Table I lines on this filing.
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,F3 | — | Jan 1, 2017 | A | 5,335,821 | A | Jan 1, 2018 | — | Common Units representing LLC units | 5,335,821 | 6,483,204 | D |
Explanation of responses
- F1The phantom units were granted pursuant to the execution of an Amended and Restated Employment Agreement on January 1, 2016 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 three equal annual installments, with the first vesting date being January 1, 2018, 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.
- F2The 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 two equal annual installments, 50% available for applicable monthly distributions at the grant date of January 1, 2017 and the remaining 50% available upon vesting. 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.
- F3Each phantom unit gives the holder the right to receive a common unit equal to the number of phantom units or the cash value of the vested phantom units as determined by the Compensation Committee at its discretion.