SEC Form 4 · accession 0000899243-18-009808
Carbon Energy Corp · CRBO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Yorktown XI Associates LLC
10% Owner
Period of report
Feb 1, 2018
Accepted (ET)
Apr 9, 2018 · 9:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000086264
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per shareF1,F2,F3,F4 | Feb 1, 2018 | M | 1,527,778 | — | A | 1,527,778 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF5,F2,F3,F4 | — | Feb 1, 2018 | M | 1,527,778 | D | Feb 15, 2017 | Feb 15, 2024 | Common Stock, par value $0.01 per share | 1,527,778 | 0 | I |
| Series B Convertible Preferred Stock, par value $0.01F3,F4,F6,F7 | — | Apr 6, 2018 | P | 50,000 | A | Apr 6, 2018 | — | Common Stock, par value $0.01 per share | 50,000 | 50,000 | I |
Explanation of responses
- F1Shares received upon exercise of Warrant No. 1, issued on February 15, 2017 (the "Warrant") to Yorktown Energy Partners XI, L.P. ("Yorktown XI").
- F2The consideration Yorktown XI paid for the full exercise of the Warrant was the transfer and assignment to Carbon Natural Gas Company (the "Issuer") of 11,000 Class A Units of Carbon California Company, LLC, a Delaware limited liability company.
- F3These securities are directly owned by Yorktown XI. The reporting person is the sole general partner of Yorktown XI Company LP, the sole general partner of Yorktown XI.
- F4The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose.
- F5On March 15, 2017, the Issuer effected a one for twenty reverse stock split of the Issuer's issued and outstanding common stock, as reported on the Current Report on Form 8-K filed by the Issuer with the SEC on March 16, 2017. As a result, the number of shares of common stock underlying the Warrant was proportionately reduced from 30,555,556 to 1,527,778.
- F6The Series B Convertible Preferred Stock converts into shares of the Issuer's common stock at the election of the holder and will automatically convert into shares of the Issuer's common stock if and when the Issuer completes a qualifying equity financing. The number of shares of common stock issuable upon conversion is dependent upon the price per share of common stock issued in connection with any such qualifying equity financing, but has an initial floor conversion price equal to $8.00 per share. The conversion price will be proportionately increased or decreased to reflect changes to the outstanding shares of common stock, such as the result of a combination, reclassification, subdivision, stock split, stock dividend or other similar transaction involving the common stock.
- F7The Series B Convertible Preferred Stock has no expiration date. However, it converts into shares of the Issuer's common stock at the election of the holder and will automatically convert into shares of the Issuer's common stock if and when the Issuer completes a qualifying equity financing.