SEC Form 4 · accession 0001144204-19-012393

Cimarex Resolute LLC · REN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Nicholas J Sutton

Officer — Executive Chairman · Director

Period of report

Mar 1, 2019

Accepted (ET)

Mar 5, 2019 · 8:13 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001469510

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Mar 1, 2019	D	372,790	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Share Rights^F5,F4	—	Mar 1, 2019	D	6,548	D	—	Mar 8, 2020	Common Stock	6,548	D
Performance Share Rights^F5,F6	—	Mar 1, 2019	D	11,866	D	—	Mar 8, 2021	Common Stock	11,866	D
Stock Appreciation Rights^F7,F8	$2.915	Mar 1, 2019	D	422,429	D	—	—	Common Stock	422,429	D
Employee Stock Option (right to buy)^F9	$6.75	Mar 1, 2019	D	73,140	D	—	May 4, 2025	Common Stock	73,140	D
Employee Stock Option (right to buy)^F9	$2.915	Mar 1, 2019	D	144,350	D	—	Feb 17, 2026	Common Stock	144,350	D

Explanation of responses

F1Includes 36,400 shares of Resolute restricted stock, including shares surrendered to Resolute Energy Corporation ("Resolute") to cover tax withholding obligations of the Reporting Person pursuant to Resolute's 2009 Performance Incentive Stock Plan (the "Incentive Plan') upon the vesting of the Resolute restricted stock that vested pursuant to the Merger Agreement (as defined in footnote 2) as described in footnote 2. Also includes 94,150 shares held by the Reporting Person in an IRA account and 242,240 shares held in revocable trusts.
F2Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2018, by and among Resolute, Cimarex Energy Co. ("Cimarex") and two direct wholly owned subsidiaries of Cimarex, at the effective time of the merger (the "Effective Time"), each share of Resolute's common stock, par value $0.0001 per share, held by the Reporting Person converted into, at such Reporting Person's election, (i) an amount in cash equal to $14.00, without interest, and 0.2366 shares of common stock of Cimarex, par value $0.01 per share; (ii) an amount of cash equal to $35.00, without interest; or (iii) 0.3943 shares of Cimarex common stock, subject to proration as provided in the Merger Agreement (the "Merger Consideration").
F3Pursuant to the Merger Agreement, immediately prior to the Effective Time, each Resolute restricted share held by the Reporting Person became fully vested and all restrictions thereon lapsed (with any performance-based vesting deemed satisfied at the maximum level), and the Reporting Person had the right to receive the Merger Consideration in the form set forth in their election (less required withholdings), subject to the proration procedures.
F4Each Resolute performance share right represents a right to receive the target number of shares of Resolute's common stock. The Resolute performance share rights vest upon achievement of specified thresholds of cumulative total shareholder return (TSR) compared to certain peers. Vesting occurs in three annual installments commencing March 8, 2018 through March 8, 2020.
F5Pursuant to the Merger Agreement, immediately prior to the Effective Time, each Resolute performance share right held by the Reporting Person became fully vested and earned (with any performance-based vesting deemed satisfied at the maximum level), and automatically cancelled and converted into the right of the Reporting Person to receive the Merger Consideration in the form set forth in their election (less required withholdings), subject to the proration procedures. Includes shares surrendered to Resolute to cover tax withholding obligations of the Reporting Person pursuant to the Incentive Plan upon the vesting of the Resolute performance share rights that vested pursuant to the Merger Agreement as described in footnote 2.
F6Each Resolute performance share right represents a right to receive the target number of shares of Resolute's common stock. The Resolute performance share rights vest upon achievement of specified thresholds of cumulative TSR compared to certain peers. Vesting occurs in three annual installments commencing March 8, 2019 through March 8, 2021.
F7Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Resolute stock appreciation right (SAR) became fully vested (to the extent not already vested) and automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of Resolute common stock subject to such Resolute SAR immediately prior to the effective time multiplied by (ii) the excess of (A) $35.00 minus (B) $2.915 (less any required withholdings).
F8Each Resolute SAR will terminate and may no longer be exercised upon the earlier to occur of (i) discontinuance of the reporting person's services (other than qualified retirement), or (ii) upon expiration of the SAR agreement on February 17, 2026.
F9Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Resolute's common stock became fully vested (to the extent not already vested) and automatically cancelled and converted into the right of the Reporting Person to receive the Merger Consideration (in the form set forth in their election and subject to the proration procedures) based on the excess of (i) $35.00 minus (ii) $6.75 or $2.915, as applicable (less required withholdings). Includes shares surrendered to Resolute to cover the exercise price and tax withholding obligations of the Reporting Person pursuant to the Incentive Plan upon the vesting of 217,490 options to purchase shares of Resolute's common stock that vested pursuant to the Merger Agreement as described in footnote 2.