0000899243-19-009624.txt : 20190402
0000899243-19-009624.hdr.sgml : 20190402
20190402173958
ACCESSION NUMBER: 0000899243-19-009624
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190329
FILED AS OF DATE: 20190402
DATE AS OF CHANGE: 20190402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jennings Michael
CENTRAL INDEX KEY: 0001319731
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36511
FILM NUMBER: 19726649
MAIL ADDRESS:
STREET 1: 10000 MEMORIAL DRIVE
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77024
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
2019-03-29
0
0001600470
Montage Resources Corp
MR
0001319731
Jennings Michael
122 WEST JOHN CARPENTER FREEWAY
SUITE 300
IRVING
TX
75039
1
0
0
0
Common Stock
2019-03-29
4
A
0
2951
A
2951
D
Common Stock
2019-03-29
4
A
0
7461
A
10412
D
Received in exchange for 10,000 shares of Blue Ridge Mountain Resources, Inc. ("BRMR") restricted stock in connection with the merger of Everest Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Montage Resources Corporation ("Montage"), with and into BRMR (the "Merger"). On the effective date of the Merger, the closing price of Montage common stock on the New York Stock Exchange, after giving effect to the 15-to-1 reverse stock split of Montage common stock effected on the effective date of the Merger, was $17.55 per share (the "Closing Price").
(Continued from Footnote 1) Pursuant to the Agreement and Plan of Merger, dated as of August 25, 2018, among Montage, Merger Sub, and BRMR (the "Merger Agreement"), each outstanding share of BRMR restricted stock fully vested at the effective time of the Merger and was converted into the right to receive 0.29506 (the "Exchange Ratio") of a share of Montage common stock, plus cash in lieu of fractional shares (the "Merger Consideration"), subject to applicable tax withholdings.
Received in the Merger in exchange for 25,286 BRMR restricted stock units ("BRMR RSUs"). Pursuant to the Merger Agreement, except as described below with respect to certain BRMR RSUs granted to directors of BRMR, each holder of outstanding BRMR RSUs was entitled to elect whether to receive in the Merger for such BRMR RSUs (i) the Merger Consideration for each share of BRMR common stock subject to such holder's BRMR RSUs, (ii) cash equal to the product of (A) the number of shares of BRMR common stock subject to such holder's BRMR RSUs multiplied by (B) (1) the Closing Price multiplied by (2) the Exchange Ratio, or (iii) a combination thereof, subject to applicable tax withholdings. Certain BRMR RSUs were granted to directors of BRMR as their one-time "charter equity grant," the terms of which did not provide for such an election.
(Continued from Footnote 3) Holders of these other BRMR RSUs received the Merger Consideration for each share of BRMR common stock subject to such BRMR RSUs, after giving effect to an adjustment to the number of such BRMR RSUs in connection with the Merger pursuant to the terms of the applicable award agreement, subject to applicable tax withholdings.
/s/ Frank E. Day, Attorney-in-fact
2019-04-02