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