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 Chaparral Energy, Inc. [ CHAP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/27/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 12/27/2019 | D | 173,311 | D | (1) | 215,179 | 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 | ||||||||
| Restricted Stock Units | (2) | 12/27/2019 | D | 350,000 | (2)(3) | (2)(3) | Class A Common Stock | 350,000 | (2)(3) | 0(2)(3) | D | ||||
| Explanation of Responses: |
| 1. As a result of Mr. Reynolds' resignation as an employee of Chaparral Energy, Inc. (the "Issuer") on December 27, 2019, a total of 173,311 unvested shares of restricted Class A common stock, par value $0.01 per share ("Common Stock"), of the Issuer were forfeited back to the Issuer. This forfeiture is exempt from Sections 16(a) and 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Exchange Act. Effective as of December 20, 2019, Mr. Reynolds resigned as an officer and director of the Issuer and each of its subsidiaries, but remained an employee until December 27, 2019. |
| 2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock upon vesting and settlement. |
| 3. As a result of Mr. Reynolds' resignation as an employee of the Issuer on December 27, 2019, a total of 350,000 RSUs were forfeited back to the Issuer. Of these forfeited RSUs, 175,000 RSUs would have vested based on passage of time and 175,000 RSUs would have vested based on both passage of time and the achievement of performance thresholds, all granted under the Issuer's 2019 Long-Term Incentive Plan. This forfeiture is exempt from Sections 16(a) and 16(b) of the Exchange Act pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Exchange Act. |
| Remarks: |
| /s/ Justin P. Byrne, Attorney-in-Fact | 12/30/2019 | |
| ** 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. | ||