SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Callon Petroleum Co [ CPE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/20/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Common Stock | 245,000 | I | by wife | |||||||
| Common Stock | 43,750 | I | by San Felipe Resources Company(1) | |||||||
| Common Stock | 12/20/2019 | A | 5,067,979(2) | A | (3) | 5,067,979 | D | |||
| Common Stock | 12/20/2019 | A | 26,945 | A | (4) | 5,094,924 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Explanation of Responses: |
| 1. Shares owned by San Felipe Resources Company, a partnership in which the reporting person has a 100% pecuniary interest in which the reporting person and his spouse are the general partners. |
| 2. On December 20, 2019, Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. ("Carrizo") completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 14, 2019, as amended on August 19, 2019 and further amended on November 13, 2019 (the "Merger Agreement"), by and between Callon and Carrizo, pursuant to which Carrizo merged with and into Callon, with Callon as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each share of common stock, par value $0.01 per share, of Carrizo ("Carrizo common stock") beneficially owned by the Reporting Person at the effective time of the Merger, was cancelled and exchanged for 1.75 shares of common stock, par value $0.01 per share, of Callon ("Callon common stock"). |
| 3. Received in exchange for 2,895,988 shares of Carrizo common stock in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share. |
| 4. Received in exchange for 15,397 Carrizo restricted stock units in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share. |
| Remarks: |
| /s/ Steven A. Webster, by Stacy E. Skelton, Attorney-in-Fact | 12/20/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||