0000899243-16-029088.txt : 20160916
0000899243-16-029088.hdr.sgml : 20160916
20160916101452
ACCESSION NUMBER: 0000899243-16-029088
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: Graham Jay Carlton
CENTRAL INDEX KEY: 0001610390
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36490
FILM NUMBER: 161888442
MAIL ADDRESS:
STREET 1: C/O WILDHORSE RESOURCES MANAGEMENT CO
STREET 2: 9805 KATY FREEWAY, SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77024
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-09-16
1
0001599222
Memorial Resource Development Corp.
MRD
0001610390
Graham Jay Carlton
500 DALLAS, SUITE 1800
HOUSTON
TX
77002
1
1
0
1
CEO and Director
Member 13(d) group owning >10%
Common Stock
2016-09-16
4
D
0
11582289
D
0
D
Common Stock
2016-09-16
4
D
0
580000
D
0
I
By WHR Incentive LLC
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 closing price per share of Range common stock on the day prior to the effective date of the merger was $39.37.
Mr. Graham 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