Marianella Foschi Form 4 CIVITAS RESOURCES / Marianella Foschi 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^*

Foschi Marianella

(Last) (First) (Middle)

410 - 17TH STREET, SUITE 1400

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIVITAS RESOURCES, INC. [ CIVI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2021

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	11/01/2021		A		16,512(1)(2)	A	(1)(2)	16,512	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
Tranche A Warrants (right to buy)	$91.91	11/01/2021		A		637(3)		(3)	01/20/2025	Common Stock	637	(3)	637	D
Tranche B Warrants (right to buy)	$104.45	11/01/2021		A		318(4)		(4)	01/20/2026	Common Stock	318	(4)	318	D
Performance Stock Unit	(5)	11/01/2021		A		49,538		(6)	(6)	Common Stock	49,538	(6)	49,538	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") that settle in shares of Civitas Resources, Inc. (the "Issuer") common stock received in exchange for RSUs that settled in shares of Extraction Oil & Gas, Inc. ("Extraction") common stock in connection with the consummation of the transaction (the "Merger") contemplated in that certain agreement and plan of merger (the "Merger Agreement") by and between Bonanza Creek Energy, Inc., Raptor Eagle Merger Sub, Inc. and Extraction, dated as of May 9, 2021. Pursuant to the Merger Agreement, the outstanding Extraction RSUs immediately prior to the effective time of the Merger were assumed by the Issuer and converted into a number of RSUs with respect to shares of Issuer common stock equal to the product of the outstanding Extraction RSUs multiplied by 1.1711 and rounded to the nearest number of whole shares. Each RSU represents a contingent right to receive one share of Issuer common stock.

2. (Continued from footnote 1) The RSUs vest ratably over three years on January 20, 2022, January 20, 2023 and January 20, 2024, subject to continued service through each vesting date and will be settled in shares of Issuer common stock.

3. Represents Tranche A warrants ("Tranche A Warrants") of the Issuer received in exchange for Tranche A warrants of Extraction in connection with the Merger. Pursuant to the Merger Agreement, the outstanding Tranche A warrants of Extraction immediately prior to the effective time of the Merger were assumed by the Issuer and converted into a number of Tranche A Warrants equal to the product of the outstanding Tranche A warrants of Extraction multiplied by 1.1711 and rounded down to the nearest number. The Tranche A Warrants are exercisable for one share of common stock of the Issuer from the date of issuance until 5:00 p.m., New York time, on the expiration date.

4. Represents Tranche B warrants ("Tranche B Warrants") of the Issuer received in exchange for Tranche B warrants of Extraction in connection with the Merger. Pursuant to the Merger Agreement, the outstanding Tranche B warrants of Extraction immediately prior to the effective time of the Merger were assumed by the Issuer and converted into a number of Tranche B Warrants equal to the product of the outstanding Tranche B warrants of Extraction multiplied by 1.1711 and rounded down to the nearest number. The Tranche B Warrants are exercisable for one share of common stock of the Issuer from the date of issuance until 5:00 p.m., New York time, on the expiration date.

5. Each performance unit ("PSU") represents a contingent right to receive one share of Issuer common stock.

6. Represents PSUs that settle in shares of Issuer common stock received in exchange for 42,300 PSUs that settled in shares of Extraction common stock in connection with consummation of the Merger. The PSUs will vest upon the achievement by the Issuer of certain goals pertaining to absolute total stockholder return, subject to continued service through January 20, 2024.

Remarks:

	By: Jennifer Stoldt, attorney-in-fact for Marianella Foschi	11/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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