Statement of Changes in Beneficial Ownership (4)
December 06 2019 - 03:55PM
Edgar (US Regulatory)
FORM 4
[ ]
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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OMB Number: 3235-0287
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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 * Pettit Joel L. |
2. Issuer Name and Ticker or Trading
Symbol Pressburg, LLC [ ROAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
See Remarks |
(Last)
(First)
(Middle)
14701 HERTZ QUAIL SPRINGS PARKWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/6/2019
|
(Street)
OKLAHOMA CITY, OK 73134
(City)
(State)
(Zip)
|
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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A common stock |
12/6/2019 |
|
D |
|
161486 (1)(2) |
D |
$1.52 (1) |
0 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Performance Share Unit |
(3) |
12/6/2019 |
|
D |
|
|
157895 |
(3) |
(3) |
Class A common stock |
0 |
$0.00 |
0 |
D |
|
Explanation of
Responses: |
(1) |
The Issuer, Citizen Energy
Operating, LLC ("Citizen") and Citizen Energy Pressburg Inc., a
subsidiary of Citizen ("Merger Sub"), are parties to that certain
Agreement and Plan of Merger, dated October 1, 2019 (the "Merger
Agreement"), pursuant to which, among other things, Merger Sub
merged with and into the Issuer (the "Merger"), with the Issuer
surviving as a wholly-owned subsidiary of Citizen. At the effective
time of the Merger (the "Effective Time"), each outstanding share
of Class A common stock, $0.001 par value per share, of the Issuer
were cancelled and converted into a right to receive $1.52 in cash
per share. |
(2) |
Includes 119,332 shares of
Class A common stock of the Issuer subject to unvested restricted
stock units ("RSUs") granted pursuant to the Roan Resources, Inc.
Amended and Restated Management Incentive Plan (the "Plan"), which
became fully vested at the Effective Time and converted into a
right to receive $1.52 in cash per RSU, less applicable taxes and
withholdings. |
(3) |
Performance share units
("PSUs") granted pursuant to the Plan that each represented a
contingent right to receive one share of Class A common stock of
the Issuer, subject to achievement of certain performance goals. At
the Effective Time, all outstanding PSUs were cancelled for no
consideration. |
Remarks:
Executive Vice President - Operations and Marketing |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Pettit Joel L.
14701 HERTZ QUAIL SPRINGS PARKWAY
OKLAHOMA CITY, OK 73134 |
|
|
See Remarks |
|
Signatures
|
/s/ Will Jordan, attorney-in-fact |
|
12/6/2019 |
**Signature of Reporting
Person |
Date |
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