0000899243-21-012323.txt : 20210317
0000899243-21-012323.hdr.sgml : 20210317
20210317202945
ACCESSION NUMBER: 0000899243-21-012323
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: Redman Joseph T
CENTRAL INDEX KEY: 0001767038
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34778
FILM NUMBER: 21752603
MAIL ADDRESS:
STREET 1: QEP RESOURCES, INC., 1050 17TH STREET
STREET 2: SUITE 800
CITY: DENVER
STATE: CO
ZIP: 80265
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
0001767038
Redman Joseph T
1050 17TH STREET, SUITE 800
DENVER
CO
80265
0
1
0
0
VP Energy
Common Stock
2021-03-17
4
D
0
347906
D
0
D
Common Stock
2021-03-17
4
D
0
8688
D
0
I
Employee Investment Plan
Phantom Stock Units
2021-03-17
4
D
0
399245
D
Common Stock
399245
0
D
Stock Option
7.52
2021-03-17
4
D
0
9203
D
2024-09-01
Common Stock
9203
0
D
This amount includes 186,529 shares of common stock of QEP Resources, Inc. ("QEP") subject to restricted stock awards.
Diamondback Energy, Inc. ("Diamondback"), Bohemia Merger Sub Inc., a wholly owned subsidiary of Diamondback ("Merger Sub"), and 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 shares of QEP common stock subject to restricted stock awards were converted into a number of time-based restricted shares of Diamondback common stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of QEP common stock subject to such award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio.
Pursuant to the Merger Agreement, at the Effective Time, each unvested award of performance share units denominated in shares of QEP common stock that was outstanding immediately prior to the Effective Time was converted into time-based restricted stock units in respect of that number of shares of Diamondback common stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of QEP common stock subject to such award immediately prior to the Effective Time that would have been earned under the applicable terms of such award based upon the higher of (A) 100% of the target level of performance and (B) actual performance through the closing date (as determined by the compensation committee of QEP's board of directors) multiplied by (ii) the Exchange Ratio.
Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of QEP common stock that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled without any payment or other consideration required to be made in respect thereof.
The option vested in three annual installments beginning on September 5, 2018, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
/s/ Joseph T. Redman
2021-03-17