SEC Form 4 · accession 0000903423-17-000545
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 23, 2017
Accepted (ET)
Aug 25, 2017 · 4:36 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 23, 2017 | P$0 | 14,000 | — | A | 144,900 | D | |
| Class A Common Stock | Aug 24, 2017 | P | 15,000 | $9.80 | A | 159,900 | 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)F1,F2 | — | Aug 23, 2017 | P | 4,667 | A | — | — | Class A Common Stock | 4,667 | 42,633 | D |
Explanation of responses
- F1On August 23, 2017, Mr. Chazen acquired, at a weighted average price of $10.229998 per unit, 14,000 units, with each unit (a "Unit") consisting of (i) one share of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of TPG Pace Energy Holdings Corp. (the "Issuer") and (ii) one-third of one warrant (the "Warrants"). The Units were purchased in multiple transactions at prices ranging from $10.229970 to $10.23, 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 Units acquired at each separate price within the range set forth above.
- F2Each 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
(3) 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.