0001370809-18-000013.txt : 20181130 0001370809-18-000013.hdr.sgml : 20181130 20181130195728 ACCESSION NUMBER: 0001370809-18-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181129 FILED AS OF DATE: 20181130 DATE AS OF CHANGE: 20181130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Porter Charles W CENTRAL INDEX KEY: 0001370809 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07810 FILM NUMBER: 181212560 MAIL ADDRESS: STREET 1: 605 RICHARD ARRINGTON, JR. BLVD. NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203-2707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGEN CORP CENTRAL INDEX KEY: 0000277595 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 630757759 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD N CITY: BIRMINGHAM STATE: AL ZIP: 35203-2707 BUSINESS PHONE: 2053262997 MAIL ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD N CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER COMPANY: FORMER CONFORMED NAME: ALAGASCO INC DATE OF NAME CHANGE: 19851002 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-11-29 1 0000277595 ENERGEN CORP EGN 0001370809 Porter Charles W 605 RICHARD ARRINGTON JR. BLVD. NORTH BIRMINGHAM AL 35203-2707 0 1 0 0 Vice President, CFO Common Stock (ESP) 2018-11-29 4 D 0 134 D 134 I ESP Common Stock (Deferred) 2018-11-29 4 D 0 948 D 948 D Common Stock 2018-11-29 4 A 0 40596 A 96531 D (same as above) 2018-11-29 4 D 0 96531 D 0 D Common Stock (RSU) 2018-11-29 4 A 0 67140 A 114335 D (same as above) 2018-11-29 4 D 0 114335 D 0 D Stock Option (Right to Buy) (NQ) 2018-11-29 4 D 0 12045 D Common Stock 12045 0 D Stock Option (Right to Buy) (NQ) 2018-11-29 4 D 0 16333 D Common Stock 16333 0 D Stock Option (Right to Buy) (NQ) 2018-11-29 4 D 0 12078 D Common Stock 12078 0 D Stock Option (Right to Buy) (NQ) 2018-11-29 4 D 0 11307 D Common Stock 11307 0 D Energen Corporation Employee Savings Plan; number of shares and securities are estimates based on trustee's unit accounting. On November 29, 2018, pursuant to the Agreement and Plan of Merger dated as of August 14, 2018 (the "Merger Agreement"), by and among Diamondback Energy, Inc. ("Diamondback"), Sidewinder Merger Sub Inc., a wholly owned subsidiary of Diamondback ("Merger Sub"), and Energen Corporation ("Energen"), Merger Sub merged with and into Energen (the "Merger") with Energen surviving the Merger as a wholly-owned subsidiary of Diamondback. Pursuant to the Merger Agreement, each share of Energen common stock issued and outstanding prior to the effective time of the Merger (the "Effective Time"), including shares received with respect to Energen performance share units for the award period ending December 31, 2018, was converted into the right to receive 0.6442 of a share of Diamondback common stock (the "Exchange Ratio"). Pursuant to the provisions of the Energen Employee Savings Plan (the "Savings Plan"), the shares of Energen common stock held in the Savings Plan were converted as a result of the Merger into shares of Diamondback common stock based on the Exchange Ratio. On November 28, 2018 (the day prior to the Merger), the closing price of one share of Diamondback common stock was $109.80. Energen Corporation Deferred Compensation Plan; number of securities is estimated based on recordkeeper's unit accounting. Pursuant to the provisions of the Energen 1997 Deferred Compensation Plan the "Deferred Plan"), the notional shares of Energen common stock held in the Deferred Plan were converted as a result of the Merger into a notional cash amount based on the Exchange Ratio and the closing price per share of Diamondback common stock on November 29, 2018, which was $112.00. Pursuant to the Merger Agreement, at the Effective Time the outstanding awards of Energen performance share units for the award period ending December 31, 2018 vested based on Energen's performance at the greater of the target level and the actual level of performance as of the Effective Time as determined by the Compensation Committee of the Energen board of directors, and each such resulting vested share of Energen common stock was converted into the right to receive Diamondback common stock based on the Exchange Ratio. On November 28, 2018 (the day prior to the Merger), the closing price of one share of Diamondback common stock was $109.80. Withholding for the payment of the tax liabilities in connection with the vesting of the performance share awards was effected following the conversion into shares of Diamondback common stock. Pursuant to the Merger Agreement, each share of Energen common stock issued and outstanding prior to the Effective Time, including shares received with respect to Energen performance share units for the award period ending December 31, 2018, was converted into the right to receive Diamondback common stock based on the Exchange Ratio. On November 28, 2018 (the day prior to the Merger), the closing price of one share of Diamondback common stock was $109.80. Pursuant to the Merger Agreement, at the Effective Time the outstanding awards of Energen performance share units for the award periods ending December 31, 2019 and December 31, 2020 were converted into the equivalent of an Energen restricted stock unit issued under the Energen Stock Incentive Plan with the number of such units based on Energen's performance at the greater of the target level and the actual level of performance as of the Effective Time as determined by the Compensation Committee of the Energen board of directors. There was no Purchase Price. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award in respect of shares of Energen common stock that was outstanding immediately prior to the Effective Time (an "Energen RSU Award") was converted into an award of Diamondback restricted stock units (a "Diamondback RSU Award") in respect of that number of whole shares of Diamondback common stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Energen common stock subject to such Energen RSU Award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. Pursuant to the Merger Agreement, at the Effective Time each option to purchase shares of Energen common stock (an "Energen Option") that was outstanding immediately prior to the Effective Time, all of which were fully vested, was automatically converted into a fully vested option (a "Diamondback Option") to purchase (i) that number of whole shares of Diamondback common stock (rounded down to the nearest whole share) equal to the product of (A) the total number of shares of Energen common stock subject to such Energen Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, (ii) at an exercise price per share of Diamondback common stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Energen common stock of such Energen Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. John K. Molen, Attorney in Fact 2018-11-30