SEC Form 3/A · accession 0000899243-18-031105
PENN VIRGINIA CORP · PVAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Reporting owner
Period of report
Jan 18, 2018
Accepted (ET)
Dec 14, 2018 · 5:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000077159
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 1,169,042 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1KLS is the investment manager of KLS Diversified Master Fund L.P., which is the direct owner of 1,169,042 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Issuer.
- F2KLS previously filed a Form 3 with the Securities and Exchange Commission on January 29, 2018, reporting its ownership of 1,163,554 shares of Common Stock. The Issuer distributed an additional 5,488 shares to KLS on December 12, 2018 pursuant to the Second Amended Joint Chapter 11 Plan of Reorganization of the Issuer and its Debtor Affiliates (Docket No. 501), which was confirmed by the United States Bankruptcy Court for the Eastern District of Virginia on August 11, 2016 (the "Plan"). Pursuant to the Plan, such shares shall be deemed distributed as of September 12, 2016 regardless of the date on which they are actually distributed. Each of the Forms 4 filed by KLS on May 16, 2018 and May 23, 2018 accurately reported the transactions giving rise to the filing of such Forms 4, but the aggregate amount of Common Stock owned by KLS was underreported on those Forms 4 by 5,488 shares.
Remarks
Michael Hanna, a Portfolio Manager at KLS Diversified Asset Management LP ("KLS"), serves as a member of the board of directors of Penn Virginia Corporation (the "Issuer") as the representative of KLS. In connection therewith, KLS may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended. As a result, KLS is listed as a "Reporting Person" in Item 1 and the "Director" box is marked in Item 4 of this Form 3.