0001104659-23-088227.txt : 20230807
0001104659-23-088227.hdr.sgml : 20230807
20230807125729
ACCESSION NUMBER: 0001104659-23-088227
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230807
FILED AS OF DATE: 20230807
DATE AS OF CHANGE: 20230807
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lauck Lance
CENTRAL INDEX KEY: 0001471391
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37419
FILM NUMBER: 231146656
BUSINESS ADDRESS:
STREET 1: 1775 SHERMAN STREET, SUITE 3000
CITY: DENVER
STATE: CO
ZIP: 80203
BUSINESS PHONE: 303-860-5838
MAIL ADDRESS:
STREET 1: 1775 SHERMAN STREET, SUITE 3000
CITY: DENVER
STATE: CO
ZIP: 80203
FORMER NAME:
FORMER CONFORMED NAME: Lance Lauck
DATE OF NAME CHANGE: 20090901
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PDC ENERGY, INC.
CENTRAL INDEX KEY: 0000077877
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 952636730
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1099 18TH STREET
STREET 2: SUITE 1500
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: 303-860-5800
MAIL ADDRESS:
STREET 1: PDC ENERGY, INC.
STREET 2: 1099 18TH STREET
CITY: SUITE 1500
STATE: CO
ZIP: 80202
FORMER COMPANY:
FORMER CONFORMED NAME: PETROLEUM DEVELOPMENT CORP
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: YELLOW WING URANIUM CORP
DATE OF NAME CHANGE: 19730606
4
1
tm2322964-5_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-08-07
1
0000077877
PDC ENERGY, INC.
PDCE
0001471391
Lauck Lance
1099 18TH STREET, SUITE 1500
DENVER
CO
80202
0
1
0
0
EVP, Corp. Dev. & Strategy
0
Common Stock
2023-08-07
4
D
0
164120
D
0
D
Restricted Stock Units
2023-08-07
4
D
0
35904
D
0
D
Performance Shares (2021)
2023-08-07
4
D
0
32643
D
PDC Common Stock
32643
0
D
Performance Shares (2022)
2023-08-07
4
D
0
15851
D
PDC Common Stock
15851
0
D
Performance Shares (2023)
2023-08-07
4
D
0
14455
D
PDC Common Stock
14455
0
D
Stock Appreciation Rights
51.63
2023-08-07
4
D
0
11445
D
2026-01-10
PDC Common Stock
11445
0
D
Stock Appreciation Rights
74.57
2023-08-07
4
D
0
8599
D
2027-01-16
PDC Common Stock
8599
0
D
On August 7, 2023, pursuant to the Agreement and Plan of Merger dated as of May 21, 2023 (the "Merger Agreement"), by and among Chevron Corporation ("Chevron"), Bronco Merger Sub Inc. ("Merger Sub") and PDC Energy, Inc. ("PDC"), Merger Sub merged with and into PDC (the "Merger"), with PDC surviving the Merger as a direct, wholly-owned subsidiary of Chevron. Pursuant to the Merger Agreement, each share of PDC common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.4638 of a share of Chevron common stock. On August 4, 2023 (the day prior to the Merger), the closing price of one share of Chevron common stock was $159.31.
Pursuant to the Merger Agreement, each award of restricted stock units of PDC other than awards held by non-employee members of the Board of Directors of PDC, whether or not vested (each a "PDC RSU Award"), was converted into a restricted stock unit award, on the same terms and conditions as were applicable under such PDC RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC RSU Award immediately prior to the effective time of the Merger by (ii) 0.4638.
Each award of performance share units (each, a "PDC PSU Award") represented a contingent right to receive a share of PDC common stock based upon certain performance goals or metrics. The amount reported represented the "target" number. Pursuant to the Merger Agreement, each PDC PSU Award granted in 2021, whether or not vested, became fully vested and converted into the right to receive, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such 2021 PDC PSU Award immediately prior to the effective time of the Merger (with the performance-based vesting conditions applicable to such PDC PSU Award determined in accordance with the terms of the Merger Agreement, which performance was determined to be 233% of target) by (ii) 0.4638.
Each PDC PSU Award represented a contingent right to receive a share of PDC common stock based upon certain performance goals or metrics. The amount reported represented the "target" number.
Pursuant to the Merger Agreement, each PDC PSU Award granted in 2022 or 2023 was converted into an award, on the same terms and conditions as were applicable under such PDC PSU Award immediately prior to the effective time of the Merger (other than any performance-based vesting conditions), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU Award immediately prior to the effective time of the Merger (with the performance-based vesting conditions applicable to such PDC PSU Award determined in accordance with the terms of the Merger Agreement, which performance was determined to be 233% of target for PDC PSU Awards granted in 2022 and 240% of target for PDC PSU Awards granted in 2023) by (ii) 0.4638.
Pursuant to the Merger Agreement, each outstanding stock appreciation right with respect to shares of PDC common stock, whether or not vested (each a "PDC SAR"), was converted into a stock appreciation right, on the same terms and conditions as were applicable under such PDC SAR immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC SAR immediately prior to the effective time of the Merger by (ii) 0.4638.
The exercise price per share of Chevron common stock subject to any such PDC SAR at and after the effective time of the Merger became an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price per share of PDC common stock subject to such PDC SAR immediately prior to the effective time of the Merger divided by (ii) 0.4638.
The PDC SAR became exercisable in three pro rata installments on December 29, 2016, December 28, 2017, and January 11, 2019.
The PDC SAR became exercisable in three pro rata installments on December 28, 2017, December 28, 2018, and January 17, 2020.
/s/ Nicole L. Martinet, by power of attorney
2023-08-07