0001437749-20-000645.txt : 20200114
0001437749-20-000645.hdr.sgml : 20200114
20200114180932
ACCESSION NUMBER: 0001437749-20-000645
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200114
FILED AS OF DATE: 20200114
DATE AS OF CHANGE: 20200114
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Peterson Lynn A
CENTRAL INDEX KEY: 0001394633
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37419
FILM NUMBER: 20526936
MAIL ADDRESS:
STREET 1: 1625 BROADWAY, SUITE 250
CITY: DENVER
STATE: CO
ZIP: 80202
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: 1775 SHERMAN STREET
STREET 2: SUITE 3000
CITY: DENVER
STATE: CO
ZIP: 80203
BUSINESS PHONE: 303-860-5800
MAIL ADDRESS:
STREET 1: PDC ENERGY, INC.
STREET 2: 1775 SHERMAN ST
CITY: SUITE 3000
STATE: CO
ZIP: 80203
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
rdgdoc.xml
FORM 4
X0306
4
2020-01-14
0000077877
PDC ENERGY, INC.
PDCE
0001394633
Peterson Lynn A
1775 SHERMAN STREET, SUITE 3000
DENVER
CO
80203
1
Common Stock
2020-01-14
4
A
0
113466
A
113466
D
Common Stock
2020-01-14
4
A
0
29116
A
142582
D
Common Stock
2020-01-14
4
A
0
75039
A
217621
D
Performance Share Units
2020-01-14
4
A
0
66906
A
2021-12-31
Common Stock
66906
66906
D
On January 14, 2020, PDC Energy, Inc. ("PDC") and SRC Energy Inc. ("SRC") completed the transactions contemplated by that certain Agreement and Plan of Merger, dated August 25, 2019, by and between PDC and SRC (the "Merger Agreement"), pursuant to which SRC merged with and into PDC, with PDC as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each share of SRC common stock, par value $0.001 per share ("SRC Common Stock"), beneficially owned by the Reporting Person at the Effective Time of the Merger, was cancelled and exchanged for 0.158 shares of PDC common stock, par value $0.01 per share ("PDC Common Stock").
Received in exchange for 718,140 shares of SRC Common Stock in connection with the Merger. On the effective date of the Merger, the closing price of PDC Common Stock was $25.16 per share and the closing price of SRC Common Stock was $4.00 per share.
Pursuant to the Merger Agreement, at the Effective Time, the SRC restricted stock units of the Reporting Person immediately vested and were converted into the right to receive a number of shares of PDC Common Stock that is equal to the product of (a) the number of shares of SRC Common Stock subject to such SRC restricted stock units as of immediately prior to the Effective Time, multiplied by (b) 0.158, subject to any applicable withholding taxes, with cash in lieu of fractional shares.
Received in exchange for 328,605 SRC restricted stock units in connection with the Merger. On the effective date of the Merger, the closing price of PDC Common Stock was $25.16 per share and the closing price of SRC Common Stock was $4.00 per share.
Pursuant to the Merger Agreement, at the Effective Time, certain of the SRC performance share units of the Reporting Person immediately vested and were converted into the right to receive a number of shares of PDC Common Stock that is equal to the product of (a) the number of shares of SRC Common Stock subject to such SRC performance share units as of immediately prior to the Effective Time, multiplied by (b) 0.158, subject to any applicable withholding taxes, with cash in lieu of fractional shares.
Received in exchange for 846,906 SRC performance share units in connection with the Merger. On the effective date of the Merger, the closing price of PDC Common Stock was $25.16 per share and the closing price of SRC Common Stock was $4.00 per share.
Pursuant to the Merger Agreement, at the Effective Time, certain SRC performance share units of the Reporting Person were converted into the right to receive a number of shares of PDC performance share units that is equal to the product of (a) the number of shares of SRC Common Stock subject to such SRC performance share units as of immediately prior to the Effective Time, multiplied by (b) 0.158, rounding the resulting number to the nearest whole number of shares. Each PDC performance share unit represents a contingent right to receive 0-200% of that number in shares of PDC common stock. The amount reported represents the "target" number. The performance share units vest upon achievement of specified metrics compared to certain peers, as described in the related grant agreement.
Received in exchange for 423,453 performance shares units of SRC in connection with the Merger. On the effective date of the Merger, the closing price of PDC Common Stock was $25.16 per share and the closing price of SRC Common Stock was $4.00 per share.
/s/ Nicole L. Martinet under Power of Attorney by Lynn A. Peterson
2020-01-14