FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Callon Petroleum Co [ CPE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/20/2019 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/20/2019 | A | 51,716(1) | A | (2) | 51,716 | D | |||
Common Stock | 12/20/2019 | A | 61,323(3) | A | (4) | 113,039 | D | |||
Common Stock | 12/20/2019 | A | 9,869(5)(6) | A | (7) | 122,908 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Appreciation Rights | $15.6(8) | 12/20/2019 | A | 19,960(8) | 12/20/2019 | 03/17/2021 | Common Stock | 19,960(8) | (9) | 19,960 | D | ||||
Stock Appreciation Rights | $15.4(8) | 12/20/2019 | A | 20,051 | 12/20/2019 | 03/23/2022 | Common Stock | 20,051 | (10) | 40,011 | D | ||||
Stock Appreciation Rights | $8.39(8) | 12/20/2019 | A | 31,442 | 12/20/2019 | 03/17/2025 | Common Stock | 31,442 | (11) | 71,453 | D | ||||
Stock Appreciation Rights | $6.28(8) | 12/20/2019 | A | 42,588 | 12/20/2019 | 03/17/2026 | Common Stock | 42,588 | (12) | 114,041 | D |
Explanation of Responses: |
1. On December 20, 2019, Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. ("Carrizo") completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 14, 2019, as amended on August 19, 2019 and further amended on November 13, 2019 (the "Merger Agreement"), by and between Callon and Carrizo, pursuant to which Carrizo merged with and into Callon, with Callon as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each share of common stock, par value $0.01 per share, of Carrizo ("Carrizo common stock") beneficially owned by the Reporting Person at the effective time of the Merger, was cancelled and exchanged for 1.75 shares of common stock, par value $0.01 per share, of Callon ("Callon common stock"). |
2. Received in exchange for 29,552 shares of Carrizo common stock in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share. |
3. Pursuant to the Merger Agreement, at the Effective Time, the Carrizo restricted stock units of the Reporting Person immediately vested and were converted into the right to receive a number of shares of Callon common stock that is equal to the product of (a) the number of shares of Carrizo common stock subject to such Carrizo restricted stock unit as of immediately prior to the Effective Time, multiplied by (b) 1.75, rounded up to the nearest whole share, subject to any applicable withholding taxes. Due to withholding-related transactions, the original Form 4 reported an estimate of the number of shares of Callon common stock to be received by the Reporting Person pursuant to the Merger Agreement in exchange for his Carrizo restricted stock units. This amendment is being filed, in part, to provide the actual number of such shares. |
4. Received in exchange for 55,746 Carrizo restricted stock units in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share. |
5. Pursuant to the Merger Agreement, at the Effective Time, the Carrizo performance shares of the Reporting Person immediately vested and were converted into the right receive a number of shares of Callon common stock that is equal to the product of (a) the greater of (1) the target number of shares of Carrizo common stock subject to such Carrizo performance share award as of immediately prior to the effective time and (2) the number of shares of Carrizo common stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ends as of the close of the business day prior to the effective time (if such performance is determinable, and as determined by the Carrizo board of directors immediately prior to the effective time), multiplied by (b) 1.75, rounded up to the nearest whole share, subject to any applicable withholding taxes. |
6. Due to withholding-related transactions, the original Form 4 reported an estimate of the number of shares of Callon common stock to be received by the Reporting Person pursuant to the Merger Agreement in exchange for his Carrizo performance shares. This amendment is being filed, in part, to provide the actual number of such shares. |
7. Received in exchange for 8,657 Carrizo performance shares in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share. |
8. Revised to correct an inadvertent rounding error. |
9. Received in connection with the Merger in exchange for 11,406 Carrizo stock appreciation rights with an exercise price of $27.295. |
10. Received in connection with the Merger in exchange for 11,458 Carrizo stock appreciation rights with an exercise price of $26.94. |
11. Received in connection with the Merger in exchange for 17,967 Carrizo stock appreciation rights with an exercise price of $14.67. |
12. Received in connection with the Merger in exchange for 24,336 Carrizo stock appreciation rights with an exercise price of $10.98. |
Remarks: |
/s/ Gregory F. Conaway, by Stacy E. Skelton, Attorney-in-Fact | 12/27/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |