SEC Form 4 · accession 0000899243-16-029074
Range Resources - Louisiana, Inc. · MRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kyle N Roane
Officer — SVP & General Counsel
Period of report
Sep 16, 2016
Accepted (ET)
Sep 16, 2016 · 10:04 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001599222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F1,F2 | Sep 16, 2016 | D | 276,019 | — | D | 0 | D | |
| Common StockF4 | Sep 16, 2016 | F | 97,331 | — | D | 0 | D | |
| Common StockF1,F2,F5 | Sep 16, 2016 | D | 10,000 | — | D | 0 | I | By Emma Victoria Roane 2014 Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On September 16, 2016, pursuant to the Agreement and Plan of Merger dated as of May 15, 2016 (the "Merger Agreement"), by and among Memorial Resource Development Corp. (the "Company"), Range Resources Corporation ("Range") and Medina Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of Range.
- F2Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger owned by the Reporting Person was converted at such time into the right to receive 0.375 of a share of Range common stock, or in the case of fractional shares of Range common stock, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Range common stock multiplied by (ii) the volume weighted average price of Range common stock for the five consecutive trading days immediately prior to the closing date of the Merger as reported by Bloomberg, L.P. (the "Merger Consideration"). The closing price per share of Range common stock on the day prior to the effective date of the merger was $39.37.
- F3Includes 232,014 shares of restricted Company common stock that were granted to the Reporting Person under the Company 2014 Long-Term Incentive Plan, that, pursuant to the Merger Agreement, vested immediately prior to the effective time of the Merger and the restrictions with respect thereto lapsed, and each such share of restricted Company common stock was converted at the effective time of the Merger into the right to receive the Merger Consideration.
- F4The reporting person delivered 97,331 shares of common stock to satisfy tax withholding liabilities incident to the vesting of restricted shares pursuant to the Merger in accordance with Rule 16b-3.
- F5Mr. Roane disclaims beneficial ownership of the reported securities in excess of his pecuniary interest in the securities. This report shall not be deemed an admission that the reporting person was the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.