0000899243-19-017735.txt : 20190620 0000899243-19-017735.hdr.sgml : 20190620 20190620202824 ACCESSION NUMBER: 0000899243-19-017735 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190618 FILED AS OF DATE: 20190620 DATE AS OF CHANGE: 20190620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PHILLIPS D MARTIN CENTRAL INDEX KEY: 0001142791 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 19909682 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 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 2019-06-18 0 0001600470 Montage Resources Corp MR 0001142791 PHILLIPS D MARTIN 122 WEST JOHN CARPENTER FREEWAY SUITE 300 IRVING TX 75039 1 0 0 0 Common Stock 2019-06-18 4 A 0 6666 0.00 A 8224 D Common Stock 14051904 I See Footnotes Represents shares of restricted stock granted on June 18, 2019 under the Montage Resources Corporation 2019 Long-Term Incentive Plan, which vest in full on June 18, 2020. On February 28, 2019, Montage Resources Corporation (f/k/a Eclipse Resources Corporation) effected a 15-to-1 reverse stock split of its Common Stock (the "Reverse Stock Split"). The amount of securities reported in this Form 4 has been adjusted to reflect the Reverse Stock Split. These securities are collectively directly held by TPR Residual Assets, LLC ("TPR Residual"), EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX"), EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), and EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest"). TPR Residual is member-managed by EnCap Fund IX. (Continued from Footnote 3) EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments Holdings Blocker, LLC ("EnCap Holdings Blocker"). (Continued from Footnote 4) EnCap Holdings Blocker is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"). (Continued from Footnote 5) EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. EnCap Fund IX GP is the sole general partner of EnCap Fund IX. D. Martin Phillips is a Managing Partner of EnCap Partners GP. Therefore, Mr. Phillips may be deemed to beneficially own the reported securities. Exhibit List: Exhibit 24 - Power of Attorney /s/ Frank E. Day, Attorney-in-fact 2019-06-20 EX-24 2 attachment1.htm EX-24 DOCUMENT


                                                                      Exhibit 24

                               Power of Attorney


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Paul M. Johnston and Frank E. Day, signing singly, the
undersigned's true and lawful attorney-in-fact to:

     (1) prepare, execute in the undersigned's name and on the undersigned's
         behalf, and submit to the U.S. Securities and Exchange Commission (the
         "SEC") a Form ID, including amendments thereto, and any other documents
         necessary or appropriate to obtain codes and passwords enabling the
         undersigned to make electronic filings with the SEC of reports required
         by Section 16(a) of the Securities Exchange Act of 1934, as amended
         (the "Exchange Act"), and the rules and regulations thereunder;

     (2) execute for and on behalf of the undersigned Forms 3, 4 and 5
         (including amendments thereto) in accordance with Section 16(a) of the
         Exchange, and the rules and regulations thereunder;

     (3) do and perform any and all acts for and on behalf of the undersigned
         that may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, complete and execute any amendment or amendments
         thereto, file that Form with the SEC and any stock exchange or similar
         authority, and provide a copy as required by law or advisable to such
         persons as the attorney-in-fact deems appropriate; and

     (4) take any other action of any type whatsoever in connection with the
         foregoing that, in the opinion of the attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required of the
         undersigned, it being understood that the documents executed by the
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney will be in such form and will contain such terms and
         conditions as the attorney-in-fact may approve in the attorney-in-
         fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that the
attorney-in-fact, or the attorney-in-fact's substitute or substitutes, will
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, and their substitutes, in serving in such capacity
at the request of the undersigned, are not assuming, nor is Montage Resources
Corporation, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.

     The undersigned agrees that each such attorney-in-fact may rely entirely
on information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact.  The undersigned also agrees to indemnify
and hold harmless Montage Resources Corporation and each such attorney-in-fact
against any losses, claims, damages or liabilities (or actions in these
respects) that arise out of or are based upon any untrue statements or omissions
of necessary facts in the information provided by or at the direction of the
undersigned, or upon the lack of timeliness in the delivery of information by or
at the direction of the undersigned, to that attorney-in-fact for purposes of
executing, acknowledging, delivering or filing any Form 3, 4 or 5 (including any
amendment thereto) and agrees to reimburse Montage Resources Corporation and the
attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by Montage
Resources Corporation, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

                                          /s/ D. Martin Phillips
                                              ----------------------
                                                           Signature

                                              D. Martin Phillips
                                              ----------------------
                                                          Print Name

                                              June 20, 2019
                                              ----------------------
                                                                Date