SEC Form 4 · accession 0001140361-16-055282
Range Resources - Louisiana, Inc. · MRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Lee Smith
Other
Period of report
Feb 23, 2016
Accepted (ET)
Feb 26, 2016 · 5:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001599222
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Variable Prepaid Forward Contract (put equivalent position)F1,F2,F3 | $0.00 | Feb 23, 2016 | J | 534,971 | A | — | — | Common Stock | 534,971 | 534,971 | D |
Explanation of responses
- F1On February 23, 2016, the reporting person entered into a prepaid variable forward contract with an unaffiliated third party buyer pursuant to a master agreement dated March 19, 2015. The contract obligates the reporting person to deliver to the buyer up to 267,485 Common Shares and 267,486 Common Shares or an equivalent amount of cash (if elected by him) on the maturity dates of the contract (February 15, 2018 and February 16, 2018, respectively, or such earlier dates as the parties determine). In exchange for assuming this obligation, the reporting person received a total cash payment of $4,590,076.70 as of the date of entering into the contract. The reporting person pledged 534,971 shares of Common Stock ("Pledged Shares") to secure his obligations under the master agreement, and retained dividend and voting rights in the Pledged Shares during the period of the pledge.
- F2The number of shares to be delivered to the buyer on the maturity date is to be determined as set forth in footnote (3) below, on the basis of prices of the shares of Common Stock that are subject to adjustment for certain dividends paid to the reporting person and other events specified in the Master Agreement.
- F3(a) If the maturity date closing price (the "Final Price") is less than or equal to $9.5594 (the "Floor Price"), the reporting person will deliver to the buyer the entire amount of Pledged Shares; (b) If the Final Price is between the Floor Price and $12.7458 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares determined by multiplying the number of Pledged Shares by the Floor Price divided by the Cap Price (the "Prepaid Percentage"); (c) If the Final Price is greater than the Cap Price, the reporting person would deliver to the buyer a number of shares determined by reference to a formula specified in the contract that would result in the reporting person being obligated to deliver fewer than the number of Pledged Shares. Alternatively, the reporting person may elect to deliver a cash settlement amount determined by reference to a formula specified in the contract.