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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Units | (2) | 09/20/2018 | M | 563,551 | (3) | (3) | Units | 563,551 | (2) | 0 | D | ||||
Phantom Units | (2) | 09/20/2018 | M | 1,510,958 | (4)(5) | (4)(5) | Units | 1,510,958 | (2) | 0 | D | ||||
Phantom Units | (2) | 09/20/2018 | M | 951,005 | (6) | (6) | Units | 951,005 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Horne Paul T 303 W. WALL STREET, SUITE 1800 MIDLAND, TX 79701 |
X | Chairman and CEO |
/s/ Dan G. LeRoy, as attorney-in-fact for Paul T. Horne | 09/24/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In connection with the corporate reorganization of the Issuer from a master limited partnership to a corporation (the "Corporate Reorganization"), each outstanding unit representing a limited partner interest in the Issuer ("Unit") was converted into the right to receive one share of common stock, $0.01 par value per share, of Legacy Reserves Inc. ("New Legacy Common Stock"). |
(2) | Each phantom unit represents the economic equivalent of a Unit. |
(3) | These phantom units were granted pursuant to an award agreement that provided for settlement in Units and were scheduled to vest as follows: (i) 155,435 phantom units subject to vesting on February 18, 2019; (ii) 157,489 phantom units subject to vesting on February 18, 2020; and (iii) 250,627 phantom units subject to vesting on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in Units. |
(4) | These phantom units were granted pursuant to an award agreement that provided for settlement in cash and provided for cliff vesting in the third year after grant, subject to the achievement of certain performance-based criteria during the three fiscal years prior to the vesting date. The vesting schedule was as follows: (i) 888,200 phantom units on February 18, 2019; (ii) 629,956 phantom units on February 18, 2020; and (iii) 1,503,760 phantom units on February 18, 2021. |
(5) | In connection with the Corporate Reorganization, 1,510,958 of these phantom units automatically vested in full and were settled in cash. Another 1,510,958 phantom units were forfeited. |
(6) | These phantom units were granted pursuant to an award agreement that provided for settlement in cash and were scheduled to vest as follows: (i) 510,714 phantom units on February 18, 2019; (ii) 314,978 phantom units on February 18, 2020; and (iii) 125,313 phantom units on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in cash. |
(7) | The Reporting Person is the president of H2K Holdings, Ltd. and thus is deemed to indirectly beneficially own the Units held by H2K Holdings, Ltd. |
Remarks: Chairman and Chief Executive Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP |