0000899243-21-042834.txt : 20211103 0000899243-21-042834.hdr.sgml : 20211103 20211103193700 ACCESSION NUMBER: 0000899243-21-042834 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211101 FILED AS OF DATE: 20211103 DATE AS OF CHANGE: 20211103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stoltenberg Wayne B. CENTRAL INDEX KEY: 0001545865 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40239 FILM NUMBER: 211377293 MAIL ADDRESS: STREET 1: 2626 HOWELL STREET STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VINE ENERGY INC. CENTRAL INDEX KEY: 0001693853 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5800 GRANITE PARKWAY, SUITE 550 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: (469) 606-0540 MAIL ADDRESS: STREET 1: 5800 GRANITE PARKWAY, SUITE 550 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: VINE RESOURCES INC. DATE OF NAME CHANGE: 20170105 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-11-01 1 0001693853 VINE ENERGY INC. VEI 0001545865 Stoltenberg Wayne B. C/O VINE ENERGY INC. 5800 GRANITE PARKWAY SUITE 550 PLANO TX 75024 0 1 0 0 See Remarks Class A common stock 2021-11-01 4 A 0 117857 0.00 A 117857 D Class A common stock 2021-11-01 4 A 0 117857 0.00 A 235714 D Class A common stock 2021-11-01 4 F 0 85772 17.01 D 149942 D On November 1, 2021, pursuant to the Agreement and Plan of Merger dated as of August 10, 2021 (the "merger agreement"), (i) a wholly owned subsidiary of Chesapeake Energy Corporation ("Chesapeake") merged with and into Vine Energy Inc. ("Vine"), with Vine surviving the merger as a wholly owned subsidiary of Chesapeake (the "first merger" and the surviving entity, the "surviving corporation", the time of such first merger being the "effective time"); and (ii) immediately following the first merger, the surviving corporation merged with and into Hannibal Merger Sub LLC, a wholly owned subsidiary of Chesapeake ("Merger Sub LLC"), with Merger Sub LLC surviving the merger as a wholly owned subsidiary of Chesapeake (the "second merger" and, together with the first merger, the "merger"). (Continued from Footnote 1) At the effective time, each outstanding Vine restricted stock unit award that was accelerated by its terms by reason of the merger or as a result of a termination of employment at or immediately after the effective time became fully vested and was converted into the right to receive the merger consideration (net of applicable withholding taxes) in respect of each share of Class A common stock, par value $0.01 per share of Vine ("Vine Class A common stock"), subject to such Vine restricted stock unit award immediately prior to the effective time. At the effective time, each Vine restricted stock unit award that was not accelerated by its terms by reason of the merger was cancelled and converted into a number of Chesapeake restricted stock unit awards. (Continued from Footnote 2) Following the effective time, the Chesapeake restricted stock units become subject to substantially the same terms and conditions that were applicable to Vine restricted stock unit awards immediately prior to the effective time, except that any performance-based vesting condition has been treated as having been attained based on target performance, so that such Chesapeake restricted stock unit award remains solely subject to the time-based vesting requirements in effect for the Vine restricted stock unit awards immediately prior to the effective time. The reporting person received 29,300 shares of common stock, par value $0.01 per share of Chesapeake (the "Chesapeake Common Stock") as merger consideration as a result of 117,857 Vine restricted stock units which fully vested at the effective time by a result of a termination of employment at or immediately after the effective time. The reporting person received 29,300 Chesapeake Common Stock as merger consideration as a result of 117,857 Vine performance stock units which fully vested at the effective time by result of a termination of employment at or immediately after the effective time. Vine withheld 21,323 shares of Chesapeake Common Stock that would have otherwise been issuable to the reporting person to satisfy tax withholding obligations. Executive Vice President and Chief Financial Officer /s/ Jonathan C. Curth, as Attorney-in-Fact for Wayne B. Stoltenberg 2021-11-03