0000899243-19-009622.txt : 20190402
0000899243-19-009622.hdr.sgml : 20190402
20190402173841
ACCESSION NUMBER: 0000899243-19-009622
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: REINHART JOHN K.
CENTRAL INDEX KEY: 0001585021
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36511
FILM NUMBER: 19726632
MAIL ADDRESS:
STREET 1: 6100 N. WESTERN AVE.
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73118
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
0001585021
REINHART JOHN K.
122 WEST JOHN CARPENTER FREEWAY
SUITE 300
IRVING
TX
75039
1
1
0
0
See Remarks
Common Stock
2019-03-29
4
A
0
60381
A
60381
D
Common Stock
2019-03-29
4
F
0
9654
17.55
D
50727
D
Common Stock
2019-03-29
4
A
0
183414
A
234141
D
Common Stock
2019-03-29
4
F
0
72142
17.55
D
161999
D
Received in exchange for 204,638 shares of Blue Ridge Mountain Resources, Inc. ("BRMR") restricted stock 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").
(Continued from Footnote 1) Pursuant to the Agreement and Plan of Merger, dated as of August 25, 2018, among Montage, Merger Sub, and BRMR (the "Merger Agreement"), each outstanding share of BRMR restricted stock fully vested at the effective time of the Merger and was converted into the right to receive 0.29506 (the "Exchange Ratio") of a share of Montage common stock, plus cash in lieu of fractional shares (the "Merger Consideration"), subject to applicable tax withholdings.
Represents shares withheld to satisfy tax obligations in connection with the vesting of the shares of BRMR restricted stock.
Received in the Merger in exchange for 621,617 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.
President and Chief Executive Officer
/s/ Frank E. Day, Attorney-in-fact
2019-04-02