SEC Form 4 · accession 0000903423-17-000541
Magnolia Oil & Gas Corp · MGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen I Chazen
Officer — President & CEO · Director
Period of report
Aug 18, 2017
Accepted (ET)
Aug 22, 2017 · 4:30 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 StockF1 | Aug 18, 2017 | P | 15,000 | $9.7999 | A | 115,000 | D | |
| Class A Common StockF2 | Aug 18, 2017 | P$0 | 2,000 | — | A | 117,000 | D | |
| Class A Common Stock | Aug 21, 2017 | P | 2,000 | $9.80 | A | 119,000 | D | |
| Class A Common StockF3 | Aug 21, 2017 | P$0 | 11,900 | — | A | 130,900 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (option to buy)F2,F4 | — | Aug 18, 2017 | P | 667 | A | — | — | Class A Common Stock | 667 | 34,000 | D |
| Warrants (option to buy)F3,F4 | — | Aug 21, 2017 | P | 3,967 | A | — | — | Class A Common Stock | 3,967 | 37,967 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares of the Class A common stock, par value $0.0001 per share (the "Class A Shares"), of TPG Pace Energy Holdings Corp. (the "Issuer") were purchased in multiple transactions at prices ranging from $9.7999 to $9.80, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of Class A Shares acquired at each separate price within the range set forth above.
- F2On August 18, 2017, Mr. Chazen acquired, at a weighted average price of $10.299945 per unit, 2,000 units, with each unit (a "Unit") consisting of (i) one Class A Share and (ii) one-third of one warrant (the "Warrants"). The Units were purchased in multiple transactions at prices ranging from $10.299900 to $10.299989, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of Units acquired at each separate price within the range set forth above.
- F3On August 21, 2017, Mr. Chazen acquired, at a weighted average price of $10.249985 per Unit, 11,900 Units. The Units were purchased in multiple transactions at prices ranging from $10.249900 to $10.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of Units acquired at each separate price within the range set forth above.
- F4Each whole Warrant is initially exercisable for one Class A Share at an exercise price of $11.50 per Class A Share, subject to certain adjustments. The Warrants may be exercised during the period (i) commencing on the later of (a) the date that is 30 days after the first date on which the Issuer completes a business combination and (b) May 10, 2018 and (ii) expiring five years after the completion of the Issuer's business combination or earlier upon redemption or liquidation.
Remarks
(5) Michael LaGatta is signing on behalf of Mr. Chazen pursuant to the authorization and designation letter dated May 1, 2017, which was previously filed with the Securities and Exchange Commission.