UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
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| Item 8.01 | Other Events |
As previously disclosed, Penn Virginia Corporation, a Virginia corporation (the “Company”), effected a recapitalization (the “Recapitalization”), on October 6, 2021, pursuant to which (i) the Company’s common stock, par value $0.01 per share, was renamed and reclassified as “Class A common stock” (“Class A Common Stock”), (ii) the authorized number of shares of capital stock of the Company was increased to 145,000,000 shares, (iii) 30,000,000 shares of Class B common stock, par value of $0.01 per share (“Class B Common Stock”), a new class of capital stock of the Company, was authorized, (iv) all outstanding shares of the Series A Preferred Stock (the “Series A Preferred Stock”) in the Company’s “up-C” structure were exchanged for newly issued shares of Class B Common Stock, and (v) the designation of the Series A Preferred Stock was cancelled. As a result of the Recapitalization, the holders of Class B Common Stock have a voting interest in the Company that is commensurate with such holders’ economic interest in PV Energy Holdings, L.P., a Delaware limited partnership and subsidiary of the Company. Additionally, following the recapitalization, the Company had 21,088,253 shares of Class A Common Stock outstanding and 22,548,998 shares of Class B Common Stock outstanding.
The Description of Capital Stock set forth in Exhibit 99.1 is being filed for the purpose of providing a description of the capital stock of the Company following the Recapitalization. The Description of Capital Stock summarizes the material terms of the Company’s capital stock as of the date hereof. This summary is not a complete description of the terms of the Company’s capital stock and is qualified by reference to the Company’s Fourth Amended and Restated Articles of Incorporation and Seventh Amended and Restated Bylaws, copies of which were included as exhibits 3.2 and 3.3, respectively, to the Company’s Current Report on Form 8-K filed on October 7, 2021, as well as applicable provisions of Virginia law.
The Description of Capital Stock set forth in Exhibit 99.1 is incorporated into this Item 8.01 by reference. The disclosure contained in this Current Report on Form 8-K modifies and supersedes any corresponding discussions included in any registration statement or report previously filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PENN VIRGINIA CORPORATION | ||||||
| Date: October 12, 2021 | ||||||
| /s/ Katherine Ryan | ||||||
| Katherine Ryan Vice President, Chief Legal Counsel and Corporate Secretary | ||||||