SEC Form 4 · accession 0001209191-15-004527
PDC ENERGY, INC. · PDCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barton R Brookman Jr.
Officer — CEO, President & Director · Director
Period of report
Jan 13, 2015
Accepted (ET)
Jan 15, 2015 · 7:12 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000077877
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 13, 2015 | M | 7,287 | — | A | 97,829 | D | |
| Common StockF2 | Jan 13, 2015 | F | 2,444 | $39.63 | D | 95,385 | D | |
| Common StockF3 | Jan 13, 2015 | A | 30,030 | $0.00 | A | 125,415 | D | |
| Common Stock | holding | — | — | — | 3,413 | I | By 401(K) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share RightsF1 | — | Jan 13, 2015 | M | 4,363 | D | — | Dec 31, 2014 | Common Stock | 4,363 | 0 | D |
| Stock Appreciation RightsF4 | $39.63 | Jan 13, 2015 | A | 26,643 | A | — | Jan 13, 2025 | Common Stock | 26,643 | 26,643 | D |
| Performance Share UnitsF5 | — | Jan 13, 2015 | A | 11,473 | A | — | Dec 31, 2017 | Common Stock | 11,473 | 11,473 | D |
Explanation of responses
- F1Each performance share/right represented a contingent right to receive shares of Company stock upon achievement of specified minimum thresholds of total shareholder return (TSR) compared to certain peers measured in December of 2014, as described in the related grant agreement. Shares granted represented a 167% payout on previously awarded performance shares/rights.
- F2Represents shares of common stock surrendered to issuer to cover tax withholding obligation of the reporting person upon vesting of shares of restricted stock pursuant to time-based vesting.
- F3The restricted stock units vest in three pro rata installments on December 30, 2015, December 30, 2016 and January 13, 2018.
- F4The SARs become exercisable in three pro rata installments on December 30, 2015, December 30, 2016 and January 13, 2018. The reporting person also holds additional previously awarded SARs subject to different vesting, exercise price and other criteria.
- F5Each performance share unit represents a contingent right to receive 0-200% of that number in shares of PDCE common stock. The amount reported represents the "target" number. The performance shares units vest upon continued employment and achievement of specified thresholds of total shareholder return (TSR) compared to certain peers, as measured in December of 2017 and as described in the related grant agreement. Participant also holds additional previously awarded performance shares/rights, all subject to different future vesting and performance criteria.