SEC Form 4 · accession 0001127602-15-017647
SOUTHWESTERN ENERGY CO · SWN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terry W Rathert
Director
Period of report
May 14, 2015
Accepted (ET)
May 18, 2015 · 4:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000007332
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 14, 2015 | J | 5,000 | $0.00 | D | 3,790 | D | |
| Common Stock | May 14, 2015 | J | 5,000 | $0.00 | A | 5,000 | I | by 2004 Family Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Depositary Shares (series B Mandatory Preferred Interest)F2 | — | May 14, 2015 | J | 7,500 | D | — | — | Common Stock | 13,876 | 0 | D |
| Depositary Shares (series B Mandatory Preferred Interest)F2 | — | May 14, 2015 | J | 7,500 | A | — | — | Common Stock | 13,876 | 7,500 | I |
Explanation of responses
- F1On May 14, 2015, the reporting person transferred 5,000 shares of common stock and 7,500 depositary shares into a Family Limited Partnership (the "2004 FLP"). The reporting person and his spouse are the sole limited partners of the 2004 FLP and control the general partner of the 2004 FLP. Therefore, the reporting person and his spouse have indirect beneficial ownership of the transferred shares.
- F2Each Depositary Share represents a 1/20th interest in a share of the Issuer's 6.25% Series B Mandatory Convertible Preferred Stock, $0.01 par value per share (the "Series B Preferred Stock"). At any time prior to January 15, 2018, a holder of 20 Depositary Shares may cause the conversion of one share of the Series B Preferred Stock into a number of shares of the Issuer's Common Stock equal to the minimum conversion rate of 37.0028, subject to adjustments for certain fundamental changes (as defined). Thus, each Depositary Share will convert into 1.85014 shares of Common Stock, subject to adjustment. On approximately January 15, 2018, the Depositary Shares mandatorily convert to Common Stock at a conversion rate ranging from 1.85014 to 2.1739 shares of Common Stock per Depositary Share (or a Series B Preferred Stock to Common Stock conversion rate ranging from 37.0028 to 43.4782 shares), subject to adjustment.