0000899243-19-009625.txt : 20190402 0000899243-19-009625.hdr.sgml : 20190402 20190402174007 ACCESSION NUMBER: 0000899243-19-009625 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: Johnston Paul M CENTRAL INDEX KEY: 0001515743 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 19726650 MAIL ADDRESS: STREET 1: 777 POST OAK BLVD #650 CITY: HOUSTON STATE: TX ZIP: 77056 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 0001515743 Johnston Paul M 122 WEST JOHN CARPENTER FREEWAY SUITE 300 IRVING TX 75039 0 1 0 0 See Remarks Common Stock 2019-03-29 4 A 0 11131 A 11131 D Common Stock 2019-03-29 4 F 0 4300 17.55 D 6831 D Common Stock 2019-03-29 4 A 0 23414 A 30245 D Common Stock 2019-03-29 4 F 0 5701 17.55 D 24544 D Received in exchange for 37,724 Blue Ridge Mountain Resources, Inc. ("BRMR") restricted stock units ("BRMR RSUs") 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"). Pursuant to the Agreement and Plan of Merger, dated as of August 25, 2018, among Montage, Merger Sub, and BRMR (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) 0.29506 (the "Exchange Ratio") of a share of Montage common stock, (Continued from Footnote 1) plus cash in lieu of fractional shares (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. 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. Represents shares withheld to satisfy tax obligations in connection with the delivery of shares of Montage common stock in exchange for the BRMR RSUs. Received in the Merger in exchange for 79,356 BRMR performance interest awards ("BRMR PIAs"). Pursuant to the Merger Agreement, each holder of a BRMR PIA received as a result of the Merger in respect of such holder's BRMR PIA: the Merger Consideration for a number of shares of BRMR common stock equal to the lesser of (i) (A) the "Performance Interest Stock Value" (as defined in and determined by the BRMR board of directors under the applicable award agreement governing such BRMR PIA) divided by (B) (1) the Closing Price multiplied by (2) the Exchange Ratio and (ii) such holder's pro rata share of 965,232 shares of BRMR common stock, (Continued from Footnote 4) with such pro rata share based on such holder's Performance Interest Stock Value relative to the sum of the Performance Interest Stock Values of all holders of BRMR PIAs; and cash in the amount, if any, by which such holder's Performance Interest Stock Value exceeds the product of (i) the number of shares of BRMR common stock in respect of which such holder receives the Merger Consideration pursuant to the foregoing by (ii) the Exchange Ratio multiplied by (iii) the Closing Price, subject to applicable tax withholdings. Represents shares withheld to satisfy tax obligations in connection with the delivery of shares of Montage common stock in exchange for the BRMR PIAs. Executive Vice President, General Counsel and Corporate Secretary /s/ Frank E. Day, Attorney-in-fact 2019-04-02