0000899243-19-028676.txt : 20191206 0000899243-19-028676.hdr.sgml : 20191206 20191206155230 ACCESSION NUMBER: 0000899243-19-028676 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191206 FILED AS OF DATE: 20191206 DATE AS OF CHANGE: 20191206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edwards David McCune CENTRAL INDEX KEY: 0001704322 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32720 FILM NUMBER: 191273051 MAIL ADDRESS: STREET 1: 14701 HERTZ QUAIL SPRINGS PKWY CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pressburg, LLC CENTRAL INDEX KEY: 0001326428 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 831984112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14701 HERTZ QUAIL SPRINGS PKWY CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 BUSINESS PHONE: 405-896-8050 MAIL ADDRESS: STREET 1: 14701 HERTZ QUAIL SPRINGS PKWY CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 FORMER COMPANY: FORMER CONFORMED NAME: ROAN RESOURCES, INC. DATE OF NAME CHANGE: 20180924 FORMER COMPANY: FORMER CONFORMED NAME: LINN ENERGY, INC. DATE OF NAME CHANGE: 20170228 FORMER COMPANY: FORMER CONFORMED NAME: LINN ENERGY, LLC DATE OF NAME CHANGE: 20060817 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-06 0 0001326428 Pressburg, LLC ROAN 0001704322 Edwards David McCune 14701 HERTZ QUAIL SPRINGS PARKWAY OKLAHOMA CITY OK 73134 0 1 0 0 See Remarks Class A common stock 2019-12-06 4 D 0 161486 1.52 D 0 D Performance Share Unit 2019-12-06 4 D 0 157895 0.00 D Class A common stock 0 0 D The Issuer, Citizen Energy Operating, LLC ("Citizen") and Citizen Energy Pressburg Inc., a subsidiary of Citizen ("Merger Sub"), are parties to that certain Agreement and Plan of Merger, dated October 1, 2019 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Citizen. At the effective time of the Merger (the "Effective Time"), each outstanding share of Class A common stock, $0.001 par value per share, of the Issuer were cancelled and converted into a right to receive $1.52 in cash per share. Includes 119,332 shares of Class A common stock of the Issuer subject to unvested restricted stock units ("RSUs") granted pursuant to the Roan Resources, Inc. Amended and Restated Management Incentive Plan (the "Plan"), which became fully vested at the Effective Time and converted into a right to receive $1.52 in cash per RSU, less applicable taxes and withholdings. Performance share units ("PSUs") granted pursuant to the Plan that each represented a contingent right to receive one share of Class A common stock of the Issuer, subject to achievement of certain performance goals. At the Effective Time, all outstanding PSUs were cancelled for no consideration. Chief Financial Officer /s/ Will Jordan, attorney-in-fact 2019-12-06