0001040593-19-000153.txt : 20191220 0001040593-19-000153.hdr.sgml : 20191220 20191220133458 ACCESSION NUMBER: 0001040593-19-000153 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: MORTON GERALD A CENTRAL INDEX KEY: 0001197480 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 191299442 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 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_157686687975775.xml FORM 4 X0306 4 2019-12-20 1 0001040593 CARRIZO OIL & GAS INC CRZO 0001197480 MORTON GERALD A 500 DALLAS STREET SUITE 2300 HOUSTON TX 77002 0 1 0 0 General Counsel & VP-Bus Dev Common Stock 2019-12-20 4 D 0 132623 D 0 D Restricted Stock Units 0.0 2019-12-20 4 D 0 10496 D Common Stock 10496.0 0 D Restricted Stock Units 0.0 2019-12-20 4 D 0 84420 D Common Stock 84420.0 0 D Restricted Stock Units 0.0 2019-12-20 4 D 0 39730 D Common Stock 39730.0 0 D Performance Share Units 0.0 2019-12-20 4 D 0 3714 D Common Stock 3714.0 0 D Performance Share Units 0.0 2019-12-20 4 D 0 7061 D Common Stock 7061.0 0 D Performance Share Units 0.0 2019-12-20 4 D 0 10045 D Common Stock 10045.0 0 D Stock Appreciation Rights 27.295 2019-12-20 4 D 0 33016 D 2021-03-17 Common Stock 33016.0 0 D Stock Appreciation Rights 26.94 2019-12-20 4 D 0 27184 D 2022-03-23 Common Stock 27184.0 0 D Stock Appreciation Rights 14.67 2019-12-20 4 D 0 67968 D 2025-03-17 Common Stock 67968.0 0 D Stock Appreciation Rights 10.98 2019-12-20 4 D 0 59418 D 2026-03-17 Common Stock 59418.0 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. Pursuant to the Merger Agreement, at the Effective Time, each award of Company performance shares representing the right to receive either Company common stock or the value thereof ("Company Performance Share Award") 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 greater of (1) the target number of shares of Company common stock subject to such Company Performance Share Award as of immediately prior to the Effective Time and (2) the number of shares of Company common stock that were earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ended as of the close of the business on December 19, 2019, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share. Pursuant to the Merger Agreement, at the Effective Time, each Company stock appreciation right relating to Company common stock ("Company SAR") outstanding as of immediately prior to the Effective Time was cancelled and converted into a stock appreciation right covering shares of Callon common stock ("Callon SAR") with respect to 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 SAR as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole share. The exercise price per share of each Callon SAR is equal to the exercise price per share of the applicable Company SAR divided by the Exchange Ratio, rounded up to the nearest whole cent. /s/ David L. Pitts, attorney-in-fact 2019-12-20