0000945764-23-000146.txt : 20231106 0000945764-23-000146.hdr.sgml : 20231106 20231106175931 ACCESSION NUMBER: 0000945764-23-000146 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231102 FILED AS OF DATE: 20231106 DATE AS OF CHANGE: 20231106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Matthews James S. CENTRAL INDEX KEY: 0001541120 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12935 FILM NUMBER: 231380989 MAIL ADDRESS: STREET 1: 5851 LEGACY CIRCLE STREET 2: SUITE 1200 CITY: PLANO STATE: TX ZIP: 75024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DENBURY INC CENTRAL INDEX KEY: 0000945764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752815171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5851 LEGACY CIRCLE STREET 2: SUITE 1200 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 9726732000 MAIL ADDRESS: STREET 1: 5851 LEGACY CIRCLE STREET 2: SUITE 1200 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: DENBURY RESOURCES INC DATE OF NAME CHANGE: 19960102 FORMER COMPANY: FORMER CONFORMED NAME: NEWSCOPE RESOURCES LTD DATE OF NAME CHANGE: 19950627 4 1 wk-form4_1699311562.xml FORM 4 X0508 4 2023-11-02 1 0000945764 DENBURY INC DEN 0001541120 Matthews James S. 5851 LEGACY CIRCLE PLANO TX 75024 0 1 0 0 EVP, CAO, GC & Sec'y 0 Common Stock 2023-11-02 4 A 0 13962 A 167950 D Common Stock 2023-11-02 4 F 0 62079 88.66 D 105871 D Common Stock 2023-11-02 4 D 0 105871 D 0 D On November 2, 2023, pursuant to the Agreement and Plan of Merger, dated July 13, 2023, (as amended from time to time, the "Merger Agreement"), by and among Denbury Inc. ("Denbury"), Exxon Mobil Corporation ("ExxonMobil") and EMPF Corporation, a wholly owned subsidiary of ExxonMobil ("Merger Sub"), ExxonMobil acquired Denbury in an all-stock transaction through the merger of Merger Sub with and into Denbury (the "Merger"), with Denbury surviving the Merger as a wholly owned subsidiary of ExxonMobil. Effective as of the effective time of the Merger (the "Effective Time"), each share of Denbury common stock, par value $0.001 per share ("Denbury Common Stock") was converted into the right to receive 0.840 of a share of ExxonMobil common stock, without par value (such consideration, the "Merger Consideration"). Represents shares of Denbury Common Stock related to the vesting and settlement of outstanding performance stock units ("Denbury PSUs") in connection with the consummation of the Merger. Pursuant to the Merger Agreement, effective as of the Effective Time and in connection with the consummation of the Merger, each outstanding Denbury PSU subject to achievement of performance goals based on relative total stockholder return vested at actual performance levels and was canceled and converted into the right to receive the Merger Consideration in accordance with the Merger Agreement in respect of the total number of shares of Denbury Common Stock subject to such Denbury PSU. Represents shares of Denbury Common Stock withheld to satisfy the reporting person's tax liability in connection with the vesting and settlement of all outstanding equity awards held at the time of the Merger. Certain of the equity awards to which this withholding relates were reported in Table I in previous Form 4 filings for the reporting person. /s/ Robbie Hudson, attorney-in-fact for Mr. Matthews 2023-11-06