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 |
| |||||||||||||||
| 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 Chord Energy Corp [ CHRD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 07/01/2022 | M(1)(2)(3) | 46,856 | A | (1)(2)(3) | 73,502(4) | D | |||
| Common Stock | 07/01/2022 | A(5) | 133,956 | A | (5) | 207,458 | D | |||
| 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 Share Units | (1)(2) | 07/01/2022 | M | 23,428 | (1)(2) | (1)(2) | Common Stock | 23,428 | (1)(2) | 23,428 | D | ||||
| Performance Share Units | (3) | 07/01/2022 | M | 23,428 | (3) | (3) | Common Stock | 23,428 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. As a result of the merger (the "Merger") between Oasis Petroleum Inc. ("Oasis") and Whiting Petroleum Corporation ("Whiting") contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2022, by and among Oasis, Ohm Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Oasis, New Ohm LLC, a Delaware limited liability company and a wholly owned subsidiary of Oasis, and Whiting (the "Merger Agreement"), the performance period associated with the Performance Share Units granted to the Reporting Person under Oasis 2020 Long Term Incentive Plan (the "Plan") that were originally subject to a total shareholder return performance goal over a three-year measurement period ended and the Reporting Person earned 70,284 Performance Share Units (which represent 300% of the target number of Performance Share Units (23,428) originally reported by the Reporting Person on a prior Form 4), |
| 2. (Continued from Footnote 1) or an additional 46,856 Performance Share Units, which earned Performance Share Units were settled in shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), upon the Reporting Person ceasing to serve as President and Chief Operating Officer of the Issuer in connection with the Merger. Following the closing of the Merger, the Issuer changed its name to "Chord Energy Corporation." |
| 3. As a result of the Merger, the performance period associated with the Performance Share Units granted to the Reporting Person under the Plan that were originally subject to a total shareholder return performance goal over a four-year measurement period ended and the Reporting Person earned 70,284 Performance Share Units (which represent 300% of the target number of Performance Share Units (23,428) originally reported by the Reporting Person on a prior Form 4), or an additional 46,856 Performance Share Units, which earned Performance Share Units were accelerated and settled in shares of Common Stock upon the Reporting Person ceasing to serve as President and Chief Operating Officer of the Issuer in connection with the Merger. |
| 4. Includes 22,203 shares of Common Stock subject to a previously granted restricted stock unit award, which were accelerated and settled in shares of Common Stock upon the Reporting Person ceasing to serve as President and Chief Operating Officer of the Issuer in connection with the Merger. |
| 5. As a result of the Merger, the performance period associated with the Performance Share Units granted to the Reporting Person under the Plan that were originally subject to a relative total shareholder return performance goal based on the Issuer's performance as compared to a predefined peer group or the Russell 2000 constituent companies, as applicable, over a three- or four-year measurement period, as applicable, ended and the Reporting Person earned a total of 40,244 Performance Share Units, which earned Performance Share Units were settled in shares of Common Stock upon the Reporting Person ceasing to serve as President and Chief Operating Officer of the Issuer in connection with the Merger. The amount reported in this row includes the 40,244 Performance Share Units described in this Note 5, as well as the additional 46,856 Performance Share Units described in Note 1 and the additional 46,856 Performance Share Units described in Note 3. |
| Remarks: |
| /s/ Taylor L. Reid | 07/06/2022 | |
| ** 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. | ||