SEC Form 4 · accession 0001144204-19-012399
Cimarex Resolute LLC · REN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wilkie Schell Colyer Jr.
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 StockF1,F2,F3 | Mar 1, 2019 | D | 73,390 | — | D | 0 | D | |
| Common StockF2,F3,F4 | Mar 1, 2019 | D | 60,000 | — | D | 0 | I | See footnote |
| Common StockF2,F3,F5 | Mar 1, 2019 | D | 4,600 | — | D | 0 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 2,770 shares of Resolute restricted stock that vested in connection with the closing of the Merger as described below.
- 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 (the "Effective Time") of the merger (the "Merger"), 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, as applicable, 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.
- F4Consists of 60,000 shares of Resolute common stock owned by Colyer Holdings LP over which the Reporting Person shares voting and dispositive power.
- F5Consists of 4,600 shares of Resolute common stock owned by Cook CLC Family Limited Partnership over which the Reporting Person shares voting and dispositive power.