Roy Steward Form 4/A Eclipse Resources / Roy Steward 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^*

Steward Roy

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/30/2018

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	01/19/2018		M		17,166	A	$0.00(1)	246,170	D
Common Stock	01/19/2018		F		5,627(2)	D	$2.4(3)	240,543	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 Units	(1)	01/19/2018		M		17,166		(1)	(1)	Common Stock	17,166	$0.00	0	D

Explanation of Responses:

1. On February 23, 2015, the Reporting Person was granted 22,889 performance stock units pursuant to the issuer's 2014 Long-Term Incentive Plan, with each unit representing the right to receive one share of the issuer's common stock. The vesting of the performance stock units was subject to the satisfaction of certain performance criteria during the period beginning on January 1, 2015 and ending on December 31, 2017. On January 19, 2018, 17,166 of the performance stock units vested, and as a result, the Reporting Person received 17,166 shares of the issuer's common stock.

2. The original Form 4 filed on January 23, 2018 is amended by this Form 4 amendment to correctly reflect the number of shares withheld to satisfy such tax obligations and the amount of securities beneficially owned by the Reporting Person following such transaction has also been updated accordingly.

3. Represents the issuer's closing stock price per share as of the end of the applicable performance period, which was December 31, 2017.

Remarks:

	/s/ Roy S. Steward	01/30/2018
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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