Mangrove Partners Master Fund Form 4 PENN VIRGINIA / PARTNERS MANGROVE 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^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN VIRGINIA CORP [ PVAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2018

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 of $0.01 par value	11/26/2018		P		27,500	A	$56.2	1,575,497	D
Common stock of $0.01 par value	11/27/2018		P		40,000	A	$55.78	1,615,497	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

1. Name and Address of Reporting Person^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANGROVE PARTNERS

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AUGUST NATHANIEL H.

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

Remarks:

	/s/ Nathaniel H. August, as Director of The Mangrove Partners Master Fund, Ltd.	11/28/2018
	/s/ Nathaniel H. August as director of Mangrove Partners	11/28/2018
	/s/ Nathaniel H. August	11/28/2018
	** 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).
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