0001040593-19-000161.txt : 20191220 0001040593-19-000161.hdr.sgml : 20191220 20191220134309 ACCESSION NUMBER: 0001040593-19-000161 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191220 FILED AS OF DATE: 20191220 DATE AS OF CHANGE: 20191220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PARKER F GARDNER CENTRAL INDEX KEY: 0001020949 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 191299554 MAIL ADDRESS: STREET 1: 3200 SOUTHWEST FREEWAY STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARRIZO OIL & GAS INC CENTRAL INDEX KEY: 0001040593 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760415919 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133281000 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 wf-form4_157686737179653.xml FORM 4 X0306 4 2019-12-20 1 0001040593 CARRIZO OIL & GAS INC CRZO 0001020949 PARKER F GARDNER 500 DALLAS STREET SUITE 2300 HOUSTON TX 77002 1 0 0 0 Common Stock 2019-12-20 4 D 0 79428 D 0 D Restricted Stock Units 0.0 2019-12-20 4 D 0 10586 D Common Stock 10586.0 0 D On December 20, 2019, pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019, as amended (the "Merger Agreement"), by and between Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. (the "Company"), the Company merged with and into Callon (the "Merger"), with Callon surviving the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time owned by the Reporting Person converted into the right to receive 1.75 shares (the "Exchange Ratio") of Callon common stock, along with cash in lieu of fractional shares. The closing price per share of Callon common stock on the New York Stock Exchange on December 19, 2019, the day prior to the Effective Time, was $4.72. Pursuant to the Merger Agreement, at the Effective Time, each Company restricted stock unit relating to Company common stock ("Company RSU") outstanding as of immediately prior to the Effective Time was cancelled and converted into the vested right to receive the number of shares of Callon common stock equal to the product of (a) the number of shares of Company common stock subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share. /s/ David L. Pitts, attorney-in-fact 2019-12-20