0000899243-21-012319.txt : 20210317
0000899243-21-012319.hdr.sgml : 20210317
20210317202733
ACCESSION NUMBER: 0000899243-21-012319
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210317
FILED AS OF DATE: 20210317
DATE AS OF CHANGE: 20210317
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER PHILLIPS S JR
CENTRAL INDEX KEY: 0001166074
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34778
FILM NUMBER: 21752599
MAIL ADDRESS:
STREET 1: 6500 NORTH MINERAL DRIVE
STREET 2: SUITE 200
CITY: COEUR D 'ALENE
STATE: ID
ZIP: 83815
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: QEP RESOURCES, INC.
CENTRAL INDEX KEY: 0001108827
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 870287750
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1050 17TH STREET, SUITE 800
CITY: DENVER
STATE: CO
ZIP: 80265
BUSINESS PHONE: 303-672-6900
MAIL ADDRESS:
STREET 1: 1050 17TH STREET, SUITE 800
CITY: DENVER
STATE: CO
ZIP: 80265
FORMER COMPANY:
FORMER CONFORMED NAME: QUESTAR MARKET RESOURCES INC
DATE OF NAME CHANGE: 20000309
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-03-17
1
0001108827
QEP RESOURCES, INC.
QEP
0001166074
BAKER PHILLIPS S JR
1050 17TH STREET, SUITE 800
DENVER
CO
80265
1
0
0
0
Common Stock
2021-03-17
4
D
0
28897
D
0
D
Phantom Stock Units
2021-03-17
4
D
0
207846.3734
D
Common Stock
207846.3734
0
D
On March 17, 2021, pursuant to the Agreement and Plan of Merger dated as of December 20, 2020 (the "Merger Agreement"), by and among Diamondback Energy, Inc. ("Diamondback"), Bohemia Merger Sub Inc., a wholly owned subsidiary of Diamondback ("Merger Sub"), and QEP Resources, Inc. ("QEP"), Merger Sub merged with and into QEP (the "Merger") with QEP surviving the Merger as a wholly-owned subsidiary of Diamondback. Pursuant to the Merger Agreement, each share of QEP common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (subject to certain exceptions) was converted into the right to receive 0.05 shares of Diamondback common stock (the "Exchange Ratio").
Pursuant to the Merger Agreement, at the Effective Time, any compensation deferred by directors and deemed notionally invested in QEP common stock pursuant to any QEP deferred compensation plan became fully vested and converted into and deemed notionally invested in a number of shares of Diamondback common stock equal to the product of (A) the total number of shares of QEP common stock subject to such award immediately prior to the Effective Time multiplied by (B) the exchange ratio. Such deferred compensation will be paid in cash promptly following the effective date of the Merger (but not later than the time in which payment is required under the applicable QEP deferred compensation plan).
/s/ Phillips S. Baker, Jr.
2021-03-17