0001104659-23-088233.txt : 20230807
0001104659-23-088233.hdr.sgml : 20230807
20230807125951
ACCESSION NUMBER: 0001104659-23-088233
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: Meyers R Scott
CENTRAL INDEX KEY: 0001459110
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37419
FILM NUMBER: 231146665
MAIL ADDRESS:
STREET 1: 120 GENESIS BLVD.
CITY: BRIDGEPORT
STATE: WV
ZIP: 26330
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
tm2322964-12_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-08-07
1
0000077877
PDC ENERGY, INC.
PDCE
0001459110
Meyers R Scott
1099 18TH STREET, SUITE 1500
DENVER
CO
80202
0
1
0
0
EVP, CFO
0
Common Stock
2023-08-07
4
D
0
117176
D
0
D
Restricted Stock Units
2023-08-07
4
D
0
37734
D
0
D
Performance Shares (2021)
2023-08-07
4
D
0
33264
D
PDC Common Stock
33264
0
D
Performance Shares (2022)
2023-08-07
4
D
0
16697
D
PDC Common Stock
16697
0
D
Performance Shares (2023)
2023-08-07
4
D
0
15514
D
PDC Common Stock
15514
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.
/s/ Nicole L. Martinet, by power of attorney
2023-08-07