Denbury (DNRWW) Form 4 DENBURY / Nicole H. Jennings 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^*

Jennings Nicole H.

(Last) (First) (Middle)

5851 LEGACY CIRCLE

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DENBURY INC [ DEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President and CAO

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2023

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	11/02/2023		A(1)(2)		4,196	A	(1)(2)	64,639	D
Common Stock	11/02/2023		F		24,337(3)	D	$88.66	40,302	D
Common Stock	11/02/2023		D		40,302(1)	D	(1)	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

Explanation of Responses:

1. On November 2, 2023, pursuant to the Agreement and Plan of Merger, dated July 13, 2023, (as amended from time to time, the "Merger Agreement"), by and among Denbury Inc. ("Denbury"), Exxon Mobil Corporation ("ExxonMobil") and EMPF Corporation, a wholly owned subsidiary of ExxonMobil ("Merger Sub"), ExxonMobil acquired Denbury in an all-stock transaction through the merger of Merger Sub with and into Denbury (the "Merger"), with Denbury surviving the Merger as a wholly owned subsidiary of ExxonMobil. Effective as of the effective time of the Merger (the "Effective Time"), each share of Denbury common stock, par value $0.001 per share ("Denbury Common Stock") was converted into the right to receive 0.840 of a share of ExxonMobil common stock, without par value (such consideration, the "Merger Consideration").

2. Represents shares of Denbury Common Stock related to the vesting and settlement of outstanding performance stock units ("Denbury PSUs") in connection with the consummation of the Merger. Pursuant to the Merger Agreement, effective as of the Effective Time and in connection with the consummation of the Merger, each outstanding Denbury PSU subject to achievement of performance goals based on relative total stockholder return vested at actual performance levels and was canceled and converted into the right to receive the Merger Consideration in accordance with the Merger Agreement in respect of the total number of shares of Denbury Common Stock subject to such Denbury PSU.

3. Represents shares of Denbury Common Stock withheld to satisfy the reporting person's tax liability in connection with the vesting and settlement of all outstanding equity awards held at the time of the Merger. Certain of the equity awards to which this withholding relates were reported in Table I in previous Form 4 filings for the reporting person.

Remarks:

	/s/ Robbie Hudson, attorney-in-fact for Ms. Jennings	11/06/2023
	** 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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