0000899243-19-009623.txt : 20190402 0000899243-19-009623.hdr.sgml : 20190402 20190402173940 ACCESSION NUMBER: 0000899243-19-009623 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190329 FILED AS OF DATE: 20190402 DATE AS OF CHANGE: 20190402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVIS EUGENE I CENTRAL INDEX KEY: 0001028689 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 19726646 MAIL ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Montage Resources Corp CENTRAL INDEX KEY: 0001600470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 464812998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 122 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 300 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (469) 444-1647 MAIL ADDRESS: STREET 1: 122 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 300 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: Eclipse Resources Corp DATE OF NAME CHANGE: 20140219 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-29 0 0001600470 Montage Resources Corp MR 0001028689 DAVIS EUGENE I 122 WEST JOHN CARPENTER FREEWAY SUITE 300 IRVING TX 75039 1 0 0 0 Common Stock 2019-03-29 4 A 0 6607 A 6607 D Common Stock 2019-03-29 4 A 0 2951 A 9558 D Received in exchange for 22,391 shares of Blue Ridge Mountain Resources, Inc. ("BRMR") restricted stock in connection with the merger of Everest Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Montage Resources Corporation ("Montage"), with and into BRMR (the "Merger"). On the effective date of the Merger, the closing price of Montage common stock on the New York Stock Exchange, after giving effect to the 15-to-1 reverse stock split of Montage common stock effected on the effective date of the Merger, was $17.55 per share (the "Closing Price"). (Continued from Footnote 1) Pursuant to the Agreement and Plan of Merger, dated as of August 25, 2018, among Montage, Merger Sub, and BRMR (the "Merger Agreement"), each outstanding share of BRMR restricted stock fully vested at the effective time of the Merger and was converted into the right to receive 0.29506 (the "Exchange Ratio") of a share of Montage common stock, plus cash in lieu of fractional shares (the "Merger Consideration"), subject to applicable tax withholdings. Received in the Merger in exchange for 10,000 BRMR restricted stock units ("BRMR RSUs"). Pursuant to the Merger Agreement, except as described below with respect to certain BRMR RSUs granted to directors of BRMR, each holder of outstanding BRMR RSUs was entitled to elect whether to receive in the Merger for such BRMR RSUs (i) the Merger Consideration for each share of BRMR common stock subject to such holder's BRMR RSUs, (ii) cash equal to the product of (A) the number of shares of BRMR common stock subject to such holder's BRMR RSUs multiplied by (B) (1) the Closing Price multiplied by (2) the Exchange Ratio, or (iii) a combination thereof, subject to applicable tax withholdings. Certain BRMR RSUs were granted to directors of BRMR as their one-time "charter equity grant," the terms of which did not provide for such an election. (Continued from Footnote 3) Holders of these other BRMR RSUs received the Merger Consideration for each share of BRMR common stock subject to such BRMR RSUs, after giving effect to an adjustment to the number of such BRMR RSUs in connection with the Merger pursuant to the terms of the applicable award agreement, subject to applicable tax withholdings. /s/ Frank E. Day, Attorney-in-fact 2019-04-02