SEC Form 4 · accession 0001209191-18-063006

Magnolia Oil & Gas Corp · MGY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stephen I Chazen

Officer — Chairman, President & CEO · Director

Period of report

Dec 13, 2018

Accepted (ET)

Dec 17, 2018 · 5:35 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 Stock^F1,F2	Dec 13, 2018	P$0	20,000	—	A	1,742,783	D
Class A Common Stock^F3	Dec 14, 2018	P$0	45,000	—	A	1,787,783	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)^F4	$11.50	Dec 13, 2018	P	10,000	A	Dec 13, 2018	Jul 31, 2023	Class A Common Stock	10,000	131,952	D
Warrants (option to buy)^F5	$11.50	Dec 14, 2018	P	20,000	A	Dec 14, 2018	Jul 31, 2023	Class A Common Stock	20,000	151,952	D

Explanation of responses

F1On December 13, 2018, Mr. Chazen acquired, at a weighted average price of $11.195187 per share, 20,000 shares of the issuer's Class A common stock. Such shares were purchased in multiple transactions at prices ranging from $11.1319 to $11.30, 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, upon request, full information regarding the number of shares or warrants, as applicable, acquired at each separate price within the ranges set forth in footnotes (1), (3) and (4) to this Form 4.
F2On September 17, 2018, Mr. Chazen filed a Form 4 that inadvertently reported that, following his purchase of 10,000 shares of the issuer's Class A common stock, he owned 1,700,931 shares. In fact, Mr. Chazen directly owned 1,722,783 shares of the issuer's Class A common stock. Following his purchase of an aggregate of 20,000 shares of the issuer's Class A common stock on December 13, 2018, he owned 1,742,783 shares.
F3On December 14, 2018, Mr. Chazen acquired, at a weighted average price of $11.09662 per share, 45,000 shares of the issuer's Class A common stock. Such shares were purchased in multiple transactions at prices ranging from $11.00 to $11.20, inclusive.
F4On December 13, 2018, Mr. Chazen acquired, at a weighted average price of $2.985 per warrant, 10,000 of the issuer's publicly traded warrants. Such warrants were purchased in multiple transactions at prices ranging from $2.97 to $3.00, inclusive.
F5On December 14, 2018, Mr. Chazen acquired 20,000 of the issuer's publicly traded warrants in multiple transactions, each at a price of $2.95 per warrant.

Remarks

Exhibit 24 - Power of Attorney