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 PDC ENERGY, INC. [ PDCE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/17/2017 | ||||||||||||||||||||||||||
| 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 | 01/17/2017 | M | 9,640 | A | (1) | 64,589 | D | |||
| Common Stock | 01/17/2017 | F | 4,491(2) | D | $74.57 | 60,098 | D | |||
| Common Stock | 01/17/2017 | A | 5,944(3) | A | $0.00 | 66,042 | 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 | ||||||||
| Performance Share Rights | (1) | 01/17/2017 | M | 4,820 | (1) | 12/31/2016 | Common Stock | 4,820 | (1) | 0 | D | ||||
| Stock Appreciation Rights | $74.57 | 01/17/2017 | A | 5,733 | (4) | 01/17/2027 | Common Stock | 5,733 | $0.00 | 5,733 | D | ||||
| Performance Share Units | (5) | 01/17/2017 | A | 2,972 | (5) | 12/31/2019 | Common Stock | 2,972 | $0.00 | 2,972 | D | ||||
| Explanation of Responses: |
| 1. Each performance share/right represented a contingent right to receive shares of PDC Energy, Inc. (the "Company") common stock upon achievement of specified minimum thresholds of total shareholder return (TSR) compared to certain peers measured in December of 2016, as described in the related grant agreement. Shares granted represented a 200% payout on previously awarded performance shares/rights. |
| 2. Represents shares of common stock surrendered to issuer to cover tax withholding obligation of the reporting person upon vesting of shares of Company common stock. |
| 3. The restricted stock units vest in three pro rata installments on December 28, 2017, December 28, 2018, and January 17, 2020. |
| 4. The Stock Appreciation Rights ("SARs") become exercisable in three pro rata installments on December 28, 2017, December 28, 2018, and January 17, 2020. The reporting person also holds additional previously awarded SARs subject to different vesting, exercise price and other criteria. |
| 5. Each performance share unit represents a contingent right to receive 0-200% of that number in shares of Company common stock. The amount reported represents the "target" number. The performance shares units vest upon continued employment and achievement of specified thresholds of total shareholder return (TSR) compared to certain peers, as measured on December of 2019 and as described in the related grant agreement. Participant also holds additional previously awarded performance shares/rights and performance share units, all subject to different future vesting and performance criteria. |
| Remarks: |
| /s/Daniel Willson Amidon | 01/19/2017 | |
| ** 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. | ||