SEC Form 4 · accession 0001104659-15-009479
DAWSON OPERATING CO · DWSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christina W Hagan
Officer — EVP, Chief Financial Officer
Period of report
Feb 11, 2015
Accepted (ET)
Feb 12, 2015 · 4:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000351231
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock $0.33 1/3 par valueF2,F3,F1 | Feb 11, 2015 | D | 66,834 | — | 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 Options (right to buy)F4 | $18.91 | Feb 11, 2015 | D | 10,000 | D | — | Dec 2, 2018 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the merger (the "Merger") of Dawson Operating Company, previously known as Dawson Geophysical Company ("Old Dawson") with a subsidiary of Dawson Geophysical Company, previously known as TGC Industries, Inc. ("New Dawson") whereby each share of Old Dawson common stock, par value $0.33 1/3 per share, was converted into 1.760 shares of New Dawson common stock, par value $0.01 per share, having a market value based on the closing price of one share of New Dawson common stock on NASDAQ on the effective date of the Merger of $5.85 (as adjusted to reflect New Dawson's 1-for-3 reverse stock split, which occurred immediately prior to the Merger) per share and a cash payment being made for any fractional shares.
- F2Includes 8,622 Restricted Stock Units, which are convertible at a rate of 1 unit for 1 share of Old Dawson common stock, par value $0.33 1/3 per share. Each such unit was disposed of pursuant to the Merger in exchange for 1.760 corresponding units of New Dawson, subject to the same terms and conditions.
- F3Includes 7,500 Restricted Stock Grants, which are convertible at a rate of 1 restricted share for 1 share of Old Dawson common stock, par value $0.33 1/3 per share. Each such restricted share was disposed of pursuant to the Merger in exchange for 1.760 corresponding restricted shares of New Dawson, subject to the same terms and conditions.
- F4This option, which was vested, was assumed by New Dawson pursuant to the Merger and replaced with an option to purchase 17,600 shares of New Dawson common stock for $10.75 per share.