Christopher Kent Hulburt Form 4 Eclipse Resources / CHRISTOPHER KENT HULBURT ownership change

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^*

HULBURT CHRISTOPHER KENT

(Last) (First) (Middle)

2121 OLD GATESBURG ROAD

SUITE 110

(Street)

STATE COLLEGE PA 16803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eclipse Resources Corp [ ECR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Secretary & Gen. Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	02/23/2017		M		23,798	A	(1)	415,790	D
Common Stock	02/23/2017		F		8,518(2)	D	$2.22	407,272	D
Common Stock	02/24/2017		F		58,495(3)	D	$2.23	348,777	D
Common Stock(4)	02/24/2017		A		276,744	A	$2.15	625,521	D
Common Stock(5)	02/24/2017		A		29,302	A	$2.15	654,823	D
Common Stock								248,329	I	See footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(1)	02/23/2017		M			23,798	(1)	(1)	Common Stock	23,798	$0.00	23,798	D
Performance Stock Units(7)	(7)	02/24/2017		A		276,744		(7)	(7)	Common Stock	276,744	$0.00	0	D

Explanation of Responses:

1. On February 23, 2015, the reporting person was granted 71,394 restricted stock units under the Company's 2014 Long Term Incentive Plan, with each unit representing the right to receive one share of the issuer's common stock. The total shares underlying the restricted stock units vested 33.33% on February 23, 2016 and 33.33% on February 23, 2017. The remaining restricted stock units will vest 33.33% on February 23, 2018.

2. Represents shares withheld to satisfy tax obligations upon the vesting of the restricted stock units on February 23, 2017.

3. Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units for an award that the reporting person was granted on February 25, 2016 in the amount of 190,818 restricted stock units under the Company's 2014 Long Term Incentive Plan, with each unit representing the right to receive one share of the issuer's common stock.

4. Represents restricted stock units representing the right to receive one share of common stock per unit granted on February 24, 2017 under the Company's 2014 Long-Term Incentive Plan, which vest in three equal installments of 33.33%, 33.33% and 33.33% on February 24, 2018, February 24, 2019 and February 24, 2020, respectively.

5. On February 24, 2017, the reporting person was granted 29,302 restricted stock units, with each unit representing the right to receive one share of the issuer's common stock. The restricted stock units will vest in full at 11:59 p.m. Eastern Standard Time on February 23, 2018.

6. Represents shares of the issuer's common stock held by CKH Partners II, L.P., which is controlled by the Reporting Person.

7. Represents performance stock units representing the right to receive one share of common stock per unit granted on February 24, 2017 under the Company's 2014 Long-Term Incentive Plan, the vesting of which is subject to the satisfaction of certain performance criteria in the period beginning January 1, 2017 and ending on December 31, 2019.

Remarks:

	/s/ Christopher K. Hulburt	02/27/2017
	** Signature of Reporting Person	Date
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