SEC Form 4 · accession 0000899243-18-021191

Magnolia Oil & Gas Corp · MGY

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

Reporting owner

Christopher G Stavros

Officer — Executive VP, CFO & Secretary

Period of report

Jul 31, 2018

Accepted (ET)

Aug 2, 2018 · 4:24 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001698990

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Jul 31, 2018	A	112,500	$0.00	A	113,500	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Units ("PSUs")^F3,F4,F2	—	Jul 31, 2018	A	112,500	A	—	—	Class A Common Stock	112,500	112,500	D

Explanation of responses

F1Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Form S-8 Effective Date"). The RSUs will vest in three equal annual installments beginning on August 1, 2019.
F2Each PSU represents a contingent right to receive 1.5 shares of Class A Common Stock.
F3The Company has approved the grant of PSUs immediately following the Form S-8 Effective Date. Subject to the grantee's continued employment through July 31, 2021 (the "Vesting Date"), the PSUs will vest as follows: (a) 50% of the PSUs will vest on the Vesting Date if for 10 days within any period of 20 consecutive trading days from August 1, 2018 to July 31, 2021 (the "Performance Period") the closing price of Class A Common Stock (the "Closing Price") is equal to or greater than $12.00 (the "Threshold Level"), (b) 100% of the PSUs will vest on the Vesting Date if for 15 days within any period of 20 consecutive trading days during the Performance Period the Closing Price is equal to or greater than $13.00 (the "Target Level") and (c) 150% of the PSUs will vest on the Vesting Date if for 20 consecutive trading days during the Performance Period the Closing Price is equal to or greater than $14.00 (the "Maximum Level").
F4(Continued from footnote 3) If the Closing Price is between the Threshold Level and Target Level or the Target Level and Maximum Level for 10 days or 15 days, respectively, during any period of 20 consecutive trading days during the Performance Period the percent of PSUs that will vest will be determined using linear interpolation.

Remarks

Joan M. Gallagher is signing on behalf Mr. Stavros pursuant to the Power of Attorney dated July 31, 2018, which was previously filed with the Securities and Exchange Commission.