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