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