Statement of Changes in Beneficial Ownership (4)
December 20 2019 - 1:30PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Conaway Gregory F |
2. Issuer Name and Ticker or Trading Symbol
CARRIZO OIL & GAS INC
[
CRZO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & Chief Accounting Officer |
(Last)
(First)
(Middle)
500 DALLAS STREET, SUITE 2300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2019 |
(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/20/2019 | | D | | 29552 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | $0.0 | 12/20/2019 | | D | | | 4424 | (2) | (2) | Common Stock | 4424.0 | (2) | 0 | D | |
Restricted Stock Units | $0.0 | 12/20/2019 | | D | | | 16750 | (2) | (2) | Common Stock | 16750.0 | (2) | 0 | D | |
Restricted Stock Units | $0.0 | 12/20/2019 | | D | | | 34572 | (2) | (2) | Common Stock | 34572.0 | (2) | 0 | D | |
Performance Share Units | $0.0 | 12/20/2019 | | D | | | 1566 | (3) | (3) | Common Stock | 1566.0 | (3) | 0 | D | |
Performance Share Units | $0.0 | 12/20/2019 | | D | | | 2977 | (3) | (3) | Common Stock | 2977.0 | (3) | 0 | D | |
Performance Share Units | $0.0 | 12/20/2019 | | D | | | 4114 | (3) | (3) | Common Stock | 4114.0 | (3) | 0 | D | |
Stock Appreciation Rights | $27.295 | 12/20/2019 | | D | | | 11406 | (4) | 3/17/2021 | Common Stock | 11406.0 | (4) | 0 | D | |
Stock Appreciation Rights | $26.94 | 12/20/2019 | | D | | | 11458 | (4) | 3/23/2022 | Common Stock | 11458.0 | (4) | 0 | D | |
Stock Appreciation Rights | $14.67 | 12/20/2019 | | D | | | 17967 | (4) | 3/17/2025 | Common Stock | 17967.0 | (4) | 0 | D | |
Stock Appreciation Rights | $10.98 | 12/20/2019 | | D | | | 24336 | (4) | 3/17/2026 | Common Stock | 24336.0 | (4) | 0 | D | |
Explanation of Responses: |
(1) | On December 20, 2019, pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019, as amended (the "Merger Agreement"), by and between Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. (the "Company"), the Company merged with and into Callon (the "Merger"), with Callon surviving the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time owned by the Reporting Person converted into the right to receive 1.75 shares (the "Exchange Ratio") of Callon common stock, along with cash in lieu of fractional shares. The closing price per share of Callon common stock on the New York Stock Exchange on December 19, 2019, the day prior to the Effective Time, was $4.72. |
(2) | Pursuant to the Merger Agreement, at the Effective Time, each Company restricted stock unit relating to Company common stock ("Company RSU") outstanding as of immediately prior to the Effective Time was cancelled and converted into the vested right to receive the number of shares of Callon common stock equal to the product of (a) the number of shares of Company common stock subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share. |
(3) | Pursuant to the Merger Agreement, at the Effective Time, each award of Company performance shares representing the right to receive either Company common stock or the value thereof ("Company Performance Share Award") outstanding as of immediately prior to the Effective Time was cancelled and converted into the vested right to receive the number of shares of Callon common stock equal to the product of (a) the greater of (1) the target number of shares of Company common stock subject to such Company Performance Share Award as of immediately prior to the Effective Time and (2) the number of shares of Company common stock that were earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ended as of the close of the business on December 19, 2019, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share. |
(4) | Pursuant to the Merger Agreement, at the Effective Time, each Company stock appreciation right relating to Company common stock ("Company SAR") outstanding as of immediately prior to the Effective Time was cancelled and converted into a stock appreciation right covering shares of Callon common stock ("Callon SAR") with respect to the number of shares of Callon common stock equal to the product of (a) the number of shares of Company common stock subject to such Company SAR as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole share. The exercise price per share of each Callon SAR is equal to the exercise price per share of the applicable Company SAR divided by the Exchange Ratio, rounded up to the nearest whole cent. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Conaway Gregory F 500 DALLAS STREET SUITE 2300 HOUSTON, TX 77002 |
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| VP & Chief Accounting Officer |
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Signatures
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/s/ David L. Pitts, attorney-in-fact | | 12/20/2019 |
**Signature of Reporting Person | Date |
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