SEC Form 4 · accession 0001140361-18-022749
STONE ENERGY CORP · SGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James M Trimble
Officer — Interim CEO and President · Director
Period of report
May 10, 2018
Accepted (ET)
May 10, 2018 · 3:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000904080
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1,F2 | May 10, 2018 | M | 6,181 | — | A | 6,181 | D | |
| Common Stock, $0.01 par valueF3 | May 10, 2018 | D | 6,181 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | May 10, 2018 | M | 9,811 | D | — | — | Common Stock | 9,811 | 0 | D |
Explanation of responses
- F1On March 1, 2017, the reporting person was awarded 9,811 restricted stock units. The restricted stock units vested upon the Effective Time (defined below) and were settled in one share of common stock of Stone Energy Corporation ("Stone Energy") subject to such award, less a number of shares equal to the product of the fair market value of the shares on the day before the closing of the Transaction Agreement (defined below) and the highest marginal federal tax rate applicable to individuals, with the fair market value of the shares subject to the tax reduction paid in cash.
- F2Each restricted stock unit represents a contingent right to receive one share of Stone Energy common stock.
- F3Stone Energy, Sailfish Energy Holdings Corporation, a Delaware corporation ("New Talos"), Sailfish Merger Sub Corporation, a Delaware corporation ("Merger Sub"), Talos Energy LLC, a Delaware limited liability company, and Talos Production LLC, a Delaware limited liability company, are parties to the Transaction Agreement, dated as of November 21, 2017 (the "Transaction Agreement"), pursuant to which, among other things, Merger Sub merged with and into Stone Energy (the "Merger"), with Stone Energy surviving the Merger as a direct, wholly owned subsidiary of New Talos. At the effective time of the Merger (the "Effective Time"), each share of Stone Energy common stock, par value $0.01 per share, outstanding immediately prior to the Merger was converted automatically into the right to receive one share of New Talos common stock, par value $0.01 per share.