0001140361-16-055282.txt : 20160226
0001140361-16-055282.hdr.sgml : 20160226
20160226173055
ACCESSION NUMBER: 0001140361-16-055282
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160223
FILED AS OF DATE: 20160226
DATE AS OF CHANGE: 20160226
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: Smith Gary Lee
CENTRAL INDEX KEY: 0001610912
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36490
FILM NUMBER: 161463642
MAIL ADDRESS:
STREET 1: 5907 LAGUNA FALLS CT.
CITY: HOUSTON
STATE: TX
ZIP: 77041
4
1
doc1.xml
FORM 4
X0306
4
2016-02-23
0
0001599222
Memorial Resource Development Corp.
MRD
0001610912
Smith Gary Lee
5907 LAGUNA FALLS CT.
HOUSTON
TX
77041
0
0
0
1
Member 13(d) group owning >10%
Variable Prepaid Forward Contract (put equivalent position)
0
2016-02-23
4
J
0
534971
0
A
Common Stock
534971
534971
D
On February 23, 2016, the reporting person entered into a prepaid variable forward contract with an unaffiliated third party buyer pursuant to a master agreement dated March 19, 2015. The contract obligates the reporting person to deliver to the buyer up to 267,485 Common Shares and 267,486 Common Shares or an equivalent amount of cash (if elected by him) on the maturity dates of the contract (February 15, 2018 and February 16, 2018, respectively, or such earlier dates as the parties determine). In exchange for assuming this obligation, the reporting person received a total cash payment of $4,590,076.70 as of the date of entering into the contract. The reporting person pledged 534,971 shares of Common Stock ("Pledged Shares") to secure his obligations under the master agreement, and retained dividend and voting rights in the Pledged Shares during the period of the pledge.
The number of shares to be delivered to the buyer on the maturity date is to be determined as set forth in footnote (3) below, on the basis of prices of the shares of Common Stock that are subject to adjustment for certain dividends paid to the reporting person and other events specified in the Master Agreement.
(a) If the maturity date closing price (the "Final Price") is less than or equal to $9.5594 (the "Floor Price"), the reporting person will deliver to the buyer the entire amount of Pledged Shares; (b) If the Final Price is between the Floor Price and $12.7458 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares determined by multiplying the number of Pledged Shares by the Floor Price divided by the Cap Price (the "Prepaid Percentage"); (c) If the Final Price is greater than the Cap Price, the reporting person would deliver to the buyer a number of shares determined by reference to a formula specified in the contract that would result in the reporting person being obligated to deliver fewer than the number of Pledged Shares. Alternatively, the reporting person may elect to deliver a cash settlement amount determined by reference to a formula specified in the contract.
/s/ Gary Lee Smith
2016-02-26