SEC Form 4 · accession 0001140361-16-070101
Memorial Production Partners LP · MEMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert L. Stillwell Jr.
Officer — VP & Chief Financial Officer
Period of report
Jun 14, 2016
Accepted (ET)
Jun 16, 2016 · 5:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001521847
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 | — | Jun 14, 2016 | A | 363,128 | A | — | — | Common Units | 363,128 | 363,128 | D |
Explanation of responses
- F1Each phantom unit awarded to the reporting person is the economic equivalent of one common unit representing a limited partner interest in the issuer ("Common Unit"). The phantom units awarded to the reporting person will vest in three equal annual installments beginning on the first anniversary of the grant. Award includes distribution equivalent rights pursuant to which the reporting person will receive a cash payment with respect to each phantom unit equal to any cash distribution paid by the issuer to a holder of a Common Unit.
- F2Upon vesting, the phantom units shall be settled through an amount of cash in a single lump sum payment equal to the product of (y) the closing price of the Common Units on the vesting date and (z) the number of such vested phantom units. In lieu of a cash payment, the Board of Directors of the general partner of the issuer, in its discretion, may elect for the reporting person to receive either a number of Common Units equal to the number of such vested phantom units or a combination of cash and Common Units.
Remarks
The reporting person is the Vice President and Chief Financial Officer of Memorial Production Partners GP LLC, the general partner of the issuer.