Catlin James E Form 4 WHITING PETROLEUM / James E Catlin 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^*

Catlin James E

(Last)

(First)

(Middle)

1700 LINCOLN STREET, SUITE 4700

(Street)

DENVER

80203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHITING PETROLEUM CORP [ WLL ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/01/2020		D⁽¹⁾⁽²⁾		63,216	D	⁽¹⁾⁽²⁾	0.00	D
Common Stock	09/01/2020		A⁽¹⁾⁽³⁾		844	A	⁽¹⁾⁽³⁾	844	D
Common Stock	09/01/2020		D⁽¹⁾⁽²⁾		14,525	D	⁽¹⁾⁽²⁾	0.00	I	Held by Spouse
Common Stock	09/01/2020		A⁽¹⁾⁽³⁾		194	A	⁽¹⁾⁽³⁾	194	I	Held by Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (Right to Buy)	$83.45	09/01/2020		A⁽¹⁾⁽⁴⁾		1,655		⁽⁴⁾	09/01/2025	Common Stock	1,655	⁽¹⁾⁽⁴⁾	1,655	D
Warrants (Right to Buy)	$83.45	09/01/2020		A⁽¹⁾⁽⁴⁾		380		⁽⁴⁾	09/01/2025	Common Stock	380	⁽¹⁾⁽⁴⁾	380	I	Held by Spouse
Warrants (Right to buy)	$73.44	09/01/2020		A⁽¹⁾⁽⁵⁾		3,310		⁽⁵⁾	09/01/2024	Common Stock	3,310	⁽¹⁾⁽⁵⁾	3,310	D
Warrants (Right to buy)	$73.44	09/01/2020		A⁽¹⁾⁽⁵⁾		760		⁽⁵⁾	09/01/2024	Common Stock	760	⁽¹⁾⁽⁵⁾	760	I	Held by Spouse

Explanation of Responses:

1. On April 1, 2020, Whiting Petroleum Corporation (the "Issuer") and certain of its subsidiaries (together with the Issuer, the "Company") commenced voluntary cases under chapter 11 of the United States Bankruptcy Code in the United State Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On August 14, 2020, the Bankruptcy Court entered an order confirming the Joint Chapter 11 Plan of Reorganization of Whiting Petroleum Corporation and its Debtor Affiliates (as amended, modified or supplemented from time to time, the "Plan"). On September 1, 2020 (the "Effective Date"), the Plan became effective in accordance with its terms and the Company emerged from chapter 11.

2. On the Effective Date, all outstanding shares of the Issuer's common stock ("Old Common Stock") were cancelled and extinguished in accordance with the Plan approved by the Bankruptcy Court.

3. On the Effective Date, new shares of the Issuer's common stock ("New Common Stock") were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.0133557960 of a share of New Common Stock for each share of Old Common Stock. The receipt of shares of New Common Stock was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court.

4. On the Effective Date, the Reporting Person also received Series B Warrants to purchase shares of New Common Stock in exchange for Old Common Stock held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.0261878353 of a Series B Warrant for each share of Old Common Stock. The Series B Warrants are exercisable for one share of New Common Stock from the date of issuance until 5:00 p.m., New York time, on the expiration date. The receipt of Series B Warrants was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court.

5. On the Effective Date, the Reporting Person also received Series A Warrants to purchase shares of New Common Stock in exchange for Old Common Stock held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.0523756707 of a Series A Warrant for each share of Old Common Stock. The Series A Warrants are exercisable for one share of New Common Stock from the date of issuance until 5:00 p.m., New York time, on the expiration date. The receipt of Series A Warrants was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court.

Remarks:

	/s/ Bruce R. DeBoer, Attorney-in-Fact for Catlin James E	09/03/2020
	** 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.

Catlin James E Form 4WHITING PETROLEUM / James E Catlin ownership change