Todd M Roemer Form 4 Coterra Energy / Todd M Roemer 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^*

Roemer Todd M

(Last) (First) (Middle)

840 GESSNER ROAD, SUITE 1400

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Coterra Energy Inc. [ CTRA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice Pres & CAO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2021

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	10/01/2021		A		6,012	A	(1)	75,397	D
Common Stock	10/01/2021		F		2,366	D	$22.25	73,031	D
Common Stock	10/01/2021		M		18,036	A	(1)	91,067	D
Common Stock	10/01/2021		F		7,098	D	$22.25	83,969	D
Common Stock	10/01/2021		A		14,423	A	(1)	98,392	D
Common Stock	10/01/2021		F		5,676	D	$22.25	92,716	D
Common Stock	10/01/2021		M		28,846	A	(1)	121,562	D
Common Stock	10/01/2021		F		11,351	D	$22.25	110,211	D
Common Stock	10/01/2021		A		17,223	A	(1)	127,434	D
Common Stock	10/01/2021		F		6,778	D	$22.25	120,656	D
Common Stock	10/01/2021		M		25,834	A	(1)	146,490	D
Common Stock	10/01/2021		F		10,166	D	$22.25	136,324	D
Common Stock								2,735	I	Held in 401(k) Plan.(2)

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
Performance Shares	$0.00	10/01/2021		M			18,036	(1)	10/01/2021	Common	18,036	$0.00	0	D
Performance Shares	$0.00	10/01/2021		M			28,846	(1)	10/01/2021	Common	28,846	$0.00	0	D
Performance Shares	$0.00	10/01/2021		M			25,834	(1)	10/01/2021	Common	25,834	$0.00	0	D

Explanation of Responses:

1. Each performance share represented the right to receive up to one share of common stock, based on certain performance criteria in a three year performance period ending 12/31/2019, 12/31/2020 or 12/31/2021, respectively. In connection with the merger of Cimarex Energy Co. ("Cimarex") with Double C Merger Sub, a Delaware corporation ("Merger sub") and a wholly owned subsidiary of Coterra Energy Inc. ("Coterra," formerly known as Cabot Oil & Gas Corporation ) (such merger, the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of May 23, 2021 by and among Coterra, Merger Sub and Cimarex (as amended on June 29, 2021, the "Merger Agreement"), the performance shares vested on the Effective Time (as defined in the Merger Agreement) at the greater of target or actual performance. The Compensation Committee of the Board of Directors certified the results on 09/28/2021, which resulted in 100% of the stock being paid out for each of the performance shares on the Effective Time.

2. Based on a statement dated September 30, 2021 for shares held by the reporting person under the Cabot Oil & Gas Savings Investment Plan.

Remarks:

	Deidre L. Shearer, Attorney-in-Fact for Todd M. Roemer	10/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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