Montage Resources Form 4/A Eclipse Resources / BENJAMIN WARD HULBURT 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^*

HULBURT BENJAMIN WARD

(Last) (First) (Middle)

2121 OLD GATESBURG ROAD

SUITE 110

(Street)

STATE COLLEGE PA 16803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eclipse Resources Corp [ ECR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/27/2018

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	02/23/2018		M		58,979	A	(1)	1,438,939	D
Common Stock	02/23/2018		F		16,207(2)	D	$1.67	1,422,732	D
Common Stock	02/23/2018		A		415,461(3)	A	$1.67	1,838,193	D
Common Stock	02/24/2018		F		57,516(4)	D	$1.7	1,780,677	D
Common Stock	02/24/2018		F		18,007(5)	D	$1.7	1,762,670	D
Common Stock								993,315	I	See footnote(6)

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
Restricted Stock Units	(1)	02/23/2018		M			58,979(1)	(1)	(1)	Common Stock	58,979	$0.00	0	D
Performance Stock Units	(7)	02/23/2018		A		415,461(8)		(7)	(7)	Common Stock	415,461	$0.00	0	D

Explanation of Responses:

1. On February 23, 2015, the reporting person was granted 176,938 restricted stock units, with each unit representing the right to receive one share of the issuer's common stock. The final 33.33% of the total shares underlying the restricted stock units vested on February 23, 2018.

2. Represents shares withheld to satisfy tax obligations upon the vesting of the restricted stock on February 23, 2018.

3. Represents restricted stock units representing the right to receive one share of common stock per unit granted on February 23, 2018 under the Company's 2014 Long-Term Incentive Plan, as amended, which vest in three equal installments of 33.33%, 33.33% and 33.33% on February 23, 2019, February 23, 2020 and February 23, 2021, respectively (the "2018 RSU Grant").

4. On February 24, 2017, the reporting person was granted 627,907 restricted stock units, with each unit representing the right to receive one share of the issuer's common stock. 33.33% of the total shares underlying the restricted stock units vested on February 24, 2018. The remaining restricted stock units will vest 33.33% on February 24, 2019 and 33.33% on February 24, 2020.

5. Represents shares withheld to satisfy tax obligations upon the vesting in full of restricted stock units for an award that the Reporting Person was granted on February 24, 2017 in the amount of 65,529 restricted stock units, with each unit representing the right to receive one share of the issuer's common stock.

6. Represents shares of the issuer's stock held by The Hulburt Family II Limited Partnership, which is controlled by the Reporting Person.

7. Represents performance stock units representing the right to receive one share of common stock per unit granted on February 23, 2018 under the Company's 2014 Long-Term Incentive Plan, as amended, the vesting of which is subject to the satisfaction of certain performance criteria in the period beginning January 1, 2018 and ending on December 31, 2020 (the "2018 PSU Grant").

8. The original Form 4 filed on February 23, 2018 is amended by this Form 4 amendment solely to correct the following typographical errors (i) the 2018 RSU Grant was made on February 23, 2018 (not March 23, 2018 as reported in Table I of the original Form 4) and (ii) the 2018 PSU Grant consisted of 415,461 performance stock units (not 4,154,461 performance stock units as reported in Table II of the original Form 4).

Remarks:

	/s/ Benjamin W. Hulburt	06/07/2018
	** Signature of Reporting Person	Date
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