Oleg E Tolmachev Form 4 Montage Resources / Oleg E Tolmachev 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^*

Tolmachev Oleg E

(Last) (First) (Middle)

2316 BRIDGEWOOD DRIVE

(Street)

ROANOKE TX 76262

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Montage Resources Corp [ MR ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former EVP & COO

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2020

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	06/01/2020		M		24,791	A	(1)(2)	152,228	D
Common Stock	06/01/2020		F		7,491(3)	D	$6.12(4)	144,737	D
Common Stock	06/01/2020		F		10,531(5)	D	$6.12(4)	134,206	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)	06/01/2020		M			9,951	(1)	(1)	Common Stock	9,951	$0.00	2,807	D
Performance Units	(1)	06/01/2020		D			2,807	(1)	(1)	Common Stock	2,807	$0.00	0	D
Performance Units	(2)	06/01/2020		M			14,840	(2)	(2)	Common Stock	14,840	$0.00	24,160	D
Performance Units	(2)	06/01/2020		D			24,160	(2)	(2)	Common Stock	24,160	$0.00	0	D

Explanation of Responses:

1. On February 23, 2018, the Reporting Person was granted 12,758 performance units (as adjusted to reflect the 15-to-1 reverse stock split of the Issuer's common stock on February 28, 2019) pursuant to the Issuer's 2014 Long-Term Incentive Plan, with each performance unit representing the right to receive one share of the Issuer's common stock. On June 1, 2020, 9,951 of the performance units vested and the remaining 2,807 performance units were forfeited.

2. On June 18, 2019, the Reporting Person was granted 39,000 performance units pursuant to the Issuer's 2019 Long-Term Incentive Plan, with each performance unit representing the right to receive one share of the Issuer's common stock. On June 1, 2020, 14,840 of the performance units vested and the remaining 24,160 performance units were forfeited.

3. Represents shares withheld to satisfy tax withholding obligations upon vesting of performance units.

4. Represents the closing price per share of the Issuer's common stock on May 29, 2020, which was the last trading day immediately preceding the June 1, 2020 vesting date.

5. Represents shares withheld to satisfy tax withholding obligations upon vesting of restricted stock units that were granted to the Reporting Person on February 23, 2018 under the Issuer's 2014 Long-Term Incentive Plan and upon vesting of restricted stock units that were granted to the Reporting Person on June 18, 2019 under the Issuer's 2019 Long-Term Incentive Plan. The restricted stock units vested on June 1, 2020 in accordance with the terms and conditions of the underlying restricted stock unit award agreements.

Remarks:

	/s/ Oleg E. Tolmachev	06/03/2020
	** 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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