SEC Form 4 · accession 0001209191-18-051951
Magnolia Oil & Gas Corp · MGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy D. Yang
Officer — EVP - General Counsel & Sect.
Period of report
Sep 20, 2018
Accepted (ET)
Sep 21, 2018 · 5:30 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 | Sep 20, 2018 | A | 100,000 | $0.00 | A | 100,000 | 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?)F2,F3,F4 | — | Sep 20, 2018 | A | 100,000 | A | — | — | Class A Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Represents 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"). The Company approved, subject to Mr. Yang commencing employment, which he did on September 20, 2018, an award of RSUs. The RSUs will be granted immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan (the "Form S-8 Effective Date"). One-third of the RSUs will vest on September 20, 2019 and the remaining two-thirds of the RSUs will vest in 24 substantially equal monthly installments from October 2019 to September 2021.
- F2Each PSU represents a contingent right to receive 1.5 shares of Class A Common Stock.
- F3The Company approved, subject to Mr. Yang commencing employment, which he did on September 20, 2018, an award of PSUs under the Plan. The PSUs will be granted immediately following the Form S-8 Effective Date. Subject to the grantee's continued employment through September 19, 2019 (the "Initial Vesting Date"), and during the period from September 20, 2019 to September 19, 2021 (the "Monthly Vesting Period"), 100% of the PSUs will vest because for 15 days within a 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") was equal to or greater than $13.00 (the "Target Level"). On the Initial Vesting Date, the grantee will vest in 33,333 PSUs and during the Monthly Vesting Period, the grantee will vest, in 24 substantially equal monthly installments, in a total of 66,667 PSUs.
- F4(Continued from Footnote 3) Subject to the grantee's continued employment through September 19, 2021, up to an additional 50,000 PSUs, or up to 150% of PSUs, will vest if for 20 consecutive trading days during the Performance Period the Closing Price is equal to or greater than $14.00 (the "Maximum Level"). Subject to the grantee's continued employment through September 19, 2021, if the Closing Price is between the Target Level and the Maximum Level for 15 days 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.