| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CIMAREX ENERGY CO [ XEC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 21,039(1)(2) | A | $0 | 195,567 | D | |||
| Common Stock | 10/01/2021 | F | 72,922(3) | D | $87.2 | 122,645 | D | |||
| Common Stock | 10/01/2021 | D | 725 | D | (4) | 0 | I | By 401(k) | ||
| Common Stock | 10/01/2021 | D | 122,645 | D | (4) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Reflects the conversion of a performance-based restricted stock award in connection with the Agreement and Plan of Merger, dated May 23, 2021, as amended on June 29, 2021 (the "Merger Agreement"), by and among Cabot Oil & Gas Corporation ("Cabot"), Double C Merger Sub, Inc. ("Merger Sub") and Cimarex Energy Co. ("Cimarex"), pursuant to which Cimarex was merged with and into Merger Sub, effective as of October 1, 2021 (the "Merger"). Each converted Cabot restricted stock award is subject to the same terms and conditions (including service-based vesting terms but excluding performance criteria) as applied to the corresponding Cimarex performance-based restricted stock award as of immediately prior to the effective time of the Merger. The performance-based restricted stock award was originally subject to the satisfaction of certain performance criteria through December 1, 2022, provided that the reporting person remained in continuous employment with Cimarex through that date. |
| 2. The number of securities beneficially owned as reported in column 5 includes 41,533 shares of restricted stock subject to service-based vesting and 91,270 shares subject to service-based vesting and, prior to the Merger, the satisfaction of certain performance criteria. |
| 3. Represents shares withheld for taxes upon the vesting of the shares referenced in Notes 1 and 2 above that vested at the effective time of the Merger. |
| 4. This Form 4 reports securities disposed upon the effectiveness of the Merger. At the effective time, each outstanding share of Cimarex common stock was converted into the right to receive 4.0146 shares of Cabot common stock. |
| /s/ Francis B. Barron, as Attorney-in-Fact | 10/01/2021 | |
| ** 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. | ||
