SEC Form 4 · accession 0001452005-18-000014

ENERGEN CORP · EGN

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

Reporting owner

Russell E. Lynch Jr.

Officer — VP and Controller

Period of report

Nov 29, 2018

Accepted (ET)

Nov 30, 2018 · 7:35 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
Common Stock (Deferred)^F1,F2,F3	Nov 29, 2018	D	1,260	—	D	1,260	D
Common Stock^F4,F5	Nov 29, 2018	A	3,180	—	A	5,728	D
(same as above)^F6	Nov 29, 2018	D	5,728	—	D	0	D
Common Stock (RSU)^F7	Nov 29, 2018	A	5,278	—	A	8,983	D
(same as above)^F8	Nov 29, 2018	D	8,983	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy) (NQ)^F9	—	Nov 29, 2018	D	1,673	D	—	—	Common Stock	1,673	D
Stock Option (Right to Buy) (NQ)^F9	—	Nov 29, 2018	D	1,812	D	—	—	Common Stock	1,812	D
Stock Option (Right to Buy) (NQ)^F9	—	Nov 29, 2018	D	1,323	D	—	—	Common Stock	1,323	D

Explanation of responses

F1Energen Corporation Deferred Compensation Plan; number of securities is estimated based on recordkeeper's unit accounting.
F2On 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").
F3Pursuant to the provisions of the Energen 1997 Deferred Compensation Plan the "Deferred Plan"), the notional shares of Energen common stock held in the Deferred Plan were converted as a result of the Merger into a notional cash amount based on the Exchange Ratio and the closing price per share of Diamondback common stock on November 29, 2018, which was $112.00.
F4Pursuant 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.
F5On 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.
F6Pursuant 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.
F7Pursuant 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.
F8Pursuant 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.
F9Pursuant 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.