SEC Form 4 · accession 0000899243-15-005033
CONTINENTAL RESOURCES, INC · CLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Harold Hamm
Officer — CEO & Chairman · Director · 10% Owner
Period of report
Sep 16, 2015
Accepted (ET)
Sep 18, 2015 · 4:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000732834
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Sep 16, 2015 | S$0 | 0 | — | D | 283,116,538 | I | By Harold Hamm Family LLC |
| Common StockF4 | holding | — | — | — | 502,534 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Mr. Hamm transferred $3.5 billion of Non-Voting Units (the "NVU Transfer") in the Harold Hamm Family LLC (the "LLC") to trusts established for the benefit of family members of Mr. Hamm who are also members of the LLC. The NVU Transfer did not reduce the aggregate number of reported securities held by the LLC. This Form 4 is being filed only to report the reduction in Mr. Hamm's pecuniary interest in the reported securities held by the LLC resulting from the NVU Transfer. Although the NVU Transfer reduced Mr. Hamm's pecuniary interest in the reported securities held by the LLC, it did not reduce his control of the LLC or his control of all of the reported securities held by the LLC. The number of Non-Voting Units transferred by Mr. Hamm and the per unit price at which they were transferred will be determined based on an appraisal, following which this Form 4 will be amended.
- F2The amount of securities being transferred in connection with this transaction is not zero. The zero amount is listed to satisfy the technical filing requirements of the EDGAR system. The amount is currently unknown and will be added by amendment when the appraisal described in footnote 1 is complete.
- F3The reporting person is the sole manager of the LLC which owns the reported securities. As a result, he has elected to report the total number of reported securities held by the LLC which includes reported securities contributed to the LLC by Mr. Hamm, his family members and trusts established for their benefit. As sole manager, Mr. Hamm has sole voting and dispositive control over all reported securities held by the LLC. However, the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F4Includes 201,450 shares of restricted common stock which vest on February 15, 2016; 124,000 shares of restricted common stock which vest on February 15, 2017; and 177,084 shares of restricted common stock which vest on February 15, 2018.