SEC Form 4 · accession 0000899243-19-005033
Magnolia Oil & Gas Corp · MGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Valerie Chase
Officer — VP - CAO & Controller
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 5:18 pm EST
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 StockF1 | Feb 25, 2019 | A | 15,425 | $0.00 | A | 27,925 | 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 UnitsF2 | — | Feb 25, 2019 | A | 9,784 | A | — | — | Class A Common Stock | 9,784 | 9,784 | D |
Explanation of responses
- F1Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "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"). On February 25, 2019, the Company granted Valerie Chase an award of 9,784 RSUs (the "First Award") and an award of 5,641 RSUs (the "Second Award"). The RSUs subject to the First Award will vest in three substantially equal installments on March 1, 2020, 2021 and 2022, and the RSUs subject to the Second Award will vest in full on March 15, 2020, in each case, subject to the officer's continued employment through the applicable vesting date.
- F2Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).
Remarks
Exhibit 24 - Power of Attorney Timothy D. Yang is signing on behalf of Valerie Chase pursuant to the Power of Attorney dated February 27, 2019, filed herewith.