SEC Form 4 · accession 0001209191-18-048362
Magnolia Oil & Gas Corp · MGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael G. MacDougall
Director
Period of report
Aug 22, 2018
Accepted (ET)
Aug 24, 2018 · 4:10 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,F2,F3,F4 | Aug 22, 2018 | A | 11,000 | $0.00 | A | 108,500 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Michael MacDougall is a TPG Partner. TPG is affiliated with TPG Pace Energy Sponsor, LLC, which directly holds an aggregate of 16,090,000 shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of Magnolia Oil & Gas Corporation (the "Company").
- F2Mr. MacDougall disclaims beneficial ownership of all of the securities that are or may be beneficially owned by TPG Pace Energy Sponsor, LLC or any of its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. MacDougall is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such equity securities of the Company for purposes of Section 16 of the Exchange Act or otherwise.
- F3Represents 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 of 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 Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) the grantee ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan.
- F4Certain shares of Class A Common Stock may be held through a personal vehicle.
Remarks
Exhibit 24 - Power of Attorney