Lonestar Resources US (LONE) Form 4 Lonestar Resources US / Andrei Verona 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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X

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^*

Verona Andrei

(Last) (First) (Middle)

C/O LONESTAR RESOURCES US INC.

111 BOLAND STREET, SUITE 301

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lonestar Resources US Inc. [ LONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2021

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

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	10/05/2021		D(1)(2)		9,800	D	(1)(2)	0	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
Restricted Stock Units	(3)	10/05/2021		A		10,015		(4)	(4)	Common Stock	10,015	$0.00	24,015	D
Restricted Stock Units	(3)	10/05/2021		D			24,015	(5)	(5)	Common Stock	24,015	(3)	0	D

Explanation of Responses:

1. On October 5, 2021, pursuant to the Agreement and Plan of Merger dated as of July 10, 2021 (the "Merger Agreement"), by and among Penn Virginia Corporation ("Penn Virginia"), Lonestar Resources US Inc. ("Lonestar") and the other parties thereto, Upsilon Merger Sub Inc. merged with and into Lonestar (the "First Merger"), with Lonestar surviving the First Merger as the surviving corporation (the "Surviving Corporation"), and following the First Merger, the merger of the Surviving Corporation with and into Pi Merger Sub LLC ("Merger Sub LLC"), with Merger Sub LLC continuing as the surviving entity. Pursuant to the Merger Agreement, each share of Lonestar common stock issued and outstanding immediately prior to the effective time of the First Merger was converted into the right to receive 0.51 shares of Penn Virginia common stock (the "Exchange Ratio").

2. (Continued from footnote 1) On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32.

3. Each restricted stock unit ("RSU") represented the right to receive one share of Lonestar common stock. Pursuant to the Merger Agreement, each RSU of Lonestar outstanding as of immediately prior to the effective time of the First Merger became fully vested and was cancelled and converted into the right to receive a number of shares of Penn Virginia common stock obtained by multiplying (A) the number of shares of Lonestar common stock subject to such RSU as of immediately prior to the effective time of the First Merger, by (B) the Exchange Ratio, less applicable tax withholdings. On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32.

4. This award of RSUs provided for vesting with respect to (x) 50% of the RSUs on the date of grant, and (y) 50% of the RSUs on December 31, 2021.

5. These awards of RSUs, which vested in full pursuant to the Merger Agreement, consisted of (i) 28,000 time-based RSUs which provided for vesting with respect to (x) 50% of the time-based RSUs on April 13, 2020, and (y) 50% of the time-based RSUs on December 31, 2021 and (ii) 10,015 time-based RSUs granted immediately prior to the consummation of the transactions contemplated by the Merger Agreement, which provided for vesting with respect to (x) 50% of the time-based RSUs on the date of grant, and (y) 50% of the time-based RSUs on December 31, 2021.

Remarks:

	/s/ Jason Werth, as Attorney-In-Fact for Andrei Verona	10/07/2021
	** Signature of Reporting Person	Date
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