0000899243-21-012326.txt : 20210317 0000899243-21-012326.hdr.sgml : 20210317 20210317203132 ACCESSION NUMBER: 0000899243-21-012326 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: Buese William J CENTRAL INDEX KEY: 0001798678 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34778 FILM NUMBER: 21752610 MAIL ADDRESS: STREET 1: QEP RESOURCES STREET 2: 1050 17TH STREET, 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 0001798678 Buese William J 1050 17TH STREET, SUITE 800 DENVER CO 80265 0 1 0 0 VP, CFO & Treasurer Common Stock 2021-03-17 4 D 0 334016 D 0 D Phantom Stock Units 2021-03-17 4 D 0 449684 D Common Stock 449684 0 D Stock Option 31.47 2021-03-17 4 D 0 2778 D 2017-03-05 2021-06-02 Common Stock 2778 0 D Stock Option 21.69 2021-03-17 4 D 0 9843 D 2018-03-05 2022-02-12 Common Stock 9843 0 D Stock Option 10.12 2021-03-17 4 D 0 9869 D 2019-03-05 2023-02-16 Common Stock 9869 0 D Stock Option 16.98 2021-03-17 4 D 0 9053 D 2024-02-13 Common Stock 9053 0 D This amount includes 200,839 shares of common stock of QEP Resources, Inc. ("QEP") subject to restricted stock awards. 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, 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, equal annual installments beginning on March 5, 2018, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement. /s/ William J. Buese 2021-03-17