0001140361-16-080184.txt : 20160919
0001140361-16-080184.hdr.sgml : 20160919
20160919161734
ACCESSION NUMBER: 0001140361-16-080184
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160916
FILED AS OF DATE: 20160919
DATE AS OF CHANGE: 20160919
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Range Resources - Louisiana, Inc.
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: 100 THROCKMORTON STREET
STREET 2: SUITE 1200
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-870-2601
MAIL ADDRESS:
STREET 1: 100 THROCKMORTON STREET
STREET 2: SUITE 1200
CITY: FORT WORTH
STATE: TX
ZIP: 76102
FORMER COMPANY:
FORMER CONFORMED NAME: Memorial Resource Development Corp.
DATE OF NAME CHANGE: 20140204
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: 161891922
MAIL ADDRESS:
STREET 1: 5907 LAGUNA FALLS CT.
CITY: HOUSTON
STATE: TX
ZIP: 77041
4
1
doc1.xml
FORM 4
X0306
4
2016-09-16
1
0001599222
Range Resources - Louisiana, Inc.
MRD
0001610912
Smith Gary Lee
5907 LAGUNA FALLS CT.
HOUSTON
TX
77041
0
0
0
1
Member 13(d) group owning >10%
Common Stock
2016-09-16
4
D
0
1084971
D
0
D
534,971 of the shares are subject to a prepaid variable forward contract, entered into on February 23, 2016, with an unaffiliated third party buyer pursuant to a master agreement dated March 19, 2015. As previously reported, 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.
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.
/s/ Gary Lee Smith
2016-09-19