0000899243-16-029074.txt : 20160916 0000899243-16-029074.hdr.sgml : 20160916 20160916100430 ACCESSION NUMBER: 0000899243-16-029074 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160916 FILED AS OF DATE: 20160916 DATE AS OF CHANGE: 20160916 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Memorial Resource Development Corp. CENTRAL INDEX KEY: 0001599222 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 464710769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-588-8300 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roane Kyle N CENTRAL INDEX KEY: 0001541605 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36490 FILM NUMBER: 161888415 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77010 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-16 1 0001599222 Memorial Resource Development Corp. MRD 0001541605 Roane Kyle N 500 DALLAS, SUITE 1800 HOUSTON TX 77002 0 1 0 0 SVP & General Counsel Common Stock 2016-09-16 4 D 0 276019 D 0 D Common Stock 2016-09-16 4 F 0 97331 D 0 D Common Stock 2016-09-16 4 D 0 10000 D 0 I By Emma Victoria Roane 2014 Trust On September 16, 2016, pursuant to the Agreement and Plan of Merger dated as of May 15, 2016 (the "Merger Agreement"), by and among Memorial Resource Development Corp. (the "Company"), Range Resources Corporation ("Range") and Medina Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of Range. Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger owned by the Reporting Person was converted at such time into the right to receive 0.375 of a share of Range common stock, or in the case of fractional shares of Range common stock, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Range common stock multiplied by (ii) the volume weighted average price of Range common stock for the five consecutive trading days immediately prior to the closing date of the Merger as reported by Bloomberg, L.P. (the "Merger Consideration"). The closing price per share of Range common stock on the day prior to the effective date of the merger was $39.37. Includes 232,014 shares of restricted Company common stock that were granted to the Reporting Person under the Company 2014 Long-Term Incentive Plan, that, pursuant to the Merger Agreement, vested immediately prior to the effective time of the Merger and the restrictions with respect thereto lapsed, and each such share of restricted Company common stock was converted at the effective time of the Merger into the right to receive the Merger Consideration. The reporting person delivered 97,331 shares of common stock to satisfy tax withholding liabilities incident to the vesting of restricted shares pursuant to the Merger in accordance with Rule 16b-3. Mr. Roane disclaims beneficial ownership of the reported securities in excess of his pecuniary interest in the securities. This report shall not be deemed an admission that the reporting person was the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. /s/ Kyle N. Roane, Attorney-in-Fact 2016-09-16