0000899243-21-039525.txt : 20211007
0000899243-21-039525.hdr.sgml : 20211007
20211007061010
ACCESSION NUMBER: 0000899243-21-039525
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211005
FILED AS OF DATE: 20211007
DATE AS OF CHANGE: 20211007
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Olle Thomas H
CENTRAL INDEX KEY: 0001679001
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37670
FILM NUMBER: 211311012
MAIL ADDRESS:
STREET 1: 111 BOLAND STREET, SUITE 300
CITY: FORT WORTH
STATE: TX
ZIP: 76107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Lonestar Resources US Inc.
CENTRAL INDEX KEY: 0001661920
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 810874035
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 111 BOLAND STREET, SUITE 300
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 8175466403
MAIL ADDRESS:
STREET 1: 111 BOLAND STREET, SUITE 300
CITY: FORT WORTH
STATE: TX
ZIP: 76107
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-10-05
1
0001661920
Lonestar Resources US Inc.
LONE
0001679001
Olle Thomas H
C/O LONESTAR RESOURCES US INC.
111 BOLAND STREET, SUITE 301
FORT WORTH
TX
76107
0
1
0
0
VP - Reservoir Engineering
Common Stock
2021-10-05
4
D
0
1111
D
0
D
Restricted Stock Units
2021-10-05
4
D
0
6250
D
Common Stock
6250
0
D
On October 5, 2021, pursuant to the Agreement and Plan of Merger dated as of July 10, 2021 (the "Merger Agreement"), by and among Penn Virginia Corporation ("Penn Virginia"), Lonestar Resources US Inc. ("Lonestar") and the other parties thereto, Upsilon Merger Sub Inc. merged with and into Lonestar (the "First Merger"), with Lonestar surviving the First Merger as the surviving corporation (the "Surviving Corporation"), and following the First Merger, the merger of the Surviving Corporation with and into Pi Merger Sub LLC ("Merger Sub LLC"), with Merger Sub LLC continuing as the surviving entity. Pursuant to the Merger Agreement, each share of Lonestar common stock issued and outstanding immediately prior to the effective time of the First Merger was converted into the right to receive 0.51 shares of Penn Virginia common stock (the "Exchange Ratio").
(Continued from footnote 1) On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32.
Each restricted stock unit ("RSU") represented the right to receive one share of Lonestar common stock. Pursuant to the Merger Agreement, each RSU of Lonestar outstanding as of immediately prior to the effective time of the First Merger became fully vested and was cancelled and converted into the right to receive a number of shares of Penn Virginia common stock obtained by multiplying (A) the number of shares of Lonestar common stock subject to such RSU as of immediately prior to the effective time of the First Merger, by (B) the Exchange Ratio, less applicable tax withholdings. On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32.
These awards of RSUs, which vested in full pursuant to the Merger Agreement, consisted of (i) 3,750 total time-based RSUs which provided for vesting with respect to (x) one-third of the time-based RSUs on April 13, 2020, and (y) one-third of the remaining time-based RSUs on each of the first three anniversaries of December 31, 2020 and (ii) 3,750 total performance-based RSUs which provided for vesting with respect to one-third of the total performance-based RSUs on each of the first three anniversaries of December 31, 2020, subject to achievement of the applicable performance goals.
/s/ Jason Werth, as Attorney-In-Fact for Thomas H. Olle
2021-10-07