SEC Form 4 · accession 0001182084-18-000014
ENERGEN CORP · EGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J T McManus
Officer — Chairman and CEO · Director
Period of report
Nov 29, 2018
Accepted (ET)
Nov 30, 2018 · 7:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000277595
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 29, 2018 | D | 15,429 | — | D | 0 | I | Wife |
| Common StockF3,F4 | Nov 29, 2018 | A | 99,528 | — | A | 284,283 | D | |
| (same as above)F2 | Nov 29, 2018 | D | 284,283 | — | D | 0 | D | |
| Common Stock (RSU)F5 | Nov 29, 2018 | A | 164,832 | — | A | 280,626 | D | |
| (same as above)F6 | Nov 29, 2018 | D | 280,626 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) (NQ)F7 | — | Nov 29, 2018 | D | 113,952 | D | — | — | Common Stock | 113,952 | 0 | D |
| Stock Option (Right to Buy) (NQ)F7 | — | Nov 29, 2018 | D | 48,612 | D | — | — | Common Stock | 48,612 | 0 | D |
| Stock Option (Right to Buy) (NQ)F7 | — | Nov 29, 2018 | D | 36,855 | D | — | — | Common Stock | 36,855 | 0 | D |
Explanation of responses
- F1On November 29, 2018, pursuant to the Agreement and Plan of Merger dated as of August 14, 2018 (the "Merger Agreement"), by and among Diamondback Energy, Inc. ("Diamondback"), Sidewinder Merger Sub Inc., a wholly owned subsidiary of Diamondback ("Merger Sub"), and Energen Corporation ("Energen"), Merger Sub merged with and into Energen (the "Merger") with Energen surviving the Merger as a wholly-owned subsidiary of Diamondback. Pursuant to the Merger Agreement, each share of Energen common stock issued and outstanding prior to the effective time of the Merger (the "Effective Time"), including shares received with respect to Energen performance share units for the award period ending December 31, 2018, was converted into the right to receive 0.6442 of a share of Diamondback common stock (the "Exchange Ratio").
- F2Pursuant to the Merger Agreement, each share of Energen common stock issued and outstanding prior to the Effective Time, including shares received with respect to Energen performance share units for the award period ending December 31, 2018, was converted into the right to receive Diamondback common stock based on the Exchange Ratio. On November 28, 2018 (the day prior to the Merger), the closing price of one share of Diamondback common stock was $109.80.
- F3Pursuant to the Merger Agreement, at the Effective Time the outstanding awards of Energen performance share units for the award period ending December 31, 2018 vested based on Energen's performance at the greater of the target level and the actual level of performance as of the Effective Time as determined by the Compensation Committee of the Energen board of directors, and each such resulting vested share of Energen common stock was converted into the right to receive Diamondback common stock based on the Exchange Ratio.
- F4On November 28, 2018 (the day prior to the Merger), the closing price of one share of Diamondback common stock was $109.80. Withholding for the payment of the tax liabilities in connection with the vesting of the performance share awards was effected following the conversion into shares of Diamondback common stock.
- F5Pursuant to the Merger Agreement, at the Effective Time the outstanding awards of Energen performance share units for the award periods ending December 31, 2019 and December 31, 2020 were converted into the equivalent of an Energen restricted stock unit issued under the Energen Stock Incentive Plan with the number of such units based on Energen's performance at the greater of the target level and the actual level of performance as of the Effective Time as determined by the Compensation Committee of the Energen board of directors. There was no Purchase Price.
- F6Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award in respect of shares of Energen common stock that was outstanding immediately prior to the Effective Time (an "Energen RSU Award") was converted into an award of Diamondback restricted stock units (a "Diamondback RSU Award") in respect of that number of whole shares of Diamondback common stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Energen common stock subject to such Energen RSU Award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio.
- F7Pursuant to the Merger Agreement, at the Effective Time each option to purchase shares of Energen common stock (an "Energen Option") that was outstanding immediately prior to the Effective Time, all of which were fully vested, was automatically converted into a fully vested option (a "Diamondback Option") to purchase (i) that number of whole shares of Diamondback common stock (rounded down to the nearest whole share) equal to the product of (A) the total number of shares of Energen common stock subject to such Energen Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, (ii) at an exercise price per share of Diamondback common stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Energen common stock of such Energen Option immediately prior to the Effective Time divided by (B) the Exchange Ratio.