Michael Duginski - Jul 30, 2024 Form 4 Insider Report for SILVERBOW RESOURCES, INC. (SBOW)

Role
Director
Signature
/s/ Anne E. Foley, POA for Michael Duginski
Stock symbol
SBOW
Transactions as of
Jul 30, 2024
Transactions value $
$0
Form type
4
Date filed
7/30/2024, 04:38 PM
Previous filing
Feb 22, 2024
Next filing
Aug 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SBOW SilverBow Resources, Inc. Common Stock Disposed to Issuer -64.6K -100% 0 Jul 30, 2024 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SBOW Stock Option 03/22/2017 Disposed to Issuer -8.82K -100% 0 Jul 30, 2024 SilverBow Resources, Inc. Common Stock 8.82K $26.96 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Duginski is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As of the effective time of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement," and the transactions contemplated thereby, the "Merger") entered into on May 15, 2024, by and among the Issuer, Crescent Energy Company ("Parent"), Artemis Acquisition Holdings, Inc., Artemis Merger Sub Inc. and Artemis Merger Sub II LLC, each share of the Issuer's common stock, par value $0.01 per share ("Issuer Common Stock"), held by the Reporting Person as of immediately prior to the effective time of the Merger, was converted into the right to receive, pursuant to an election made by the Reporting Person (subject to possible adjustment pursuant to the terms and conditions set forth in the Merger Agreement and with cash paid in lieu of fractional shares), one of the following forms of consideration:
F2 cont'd from Footnote 1: (i) a combination of 1.866 shares of Parent's Class A common stock, par value $0.0001 per share ("Parent Class A Common Stock"), and $15.31 in cash (the "Mixed Consideration"), (ii) $38.00 in cash (the "Cash Election Consideration"), (iii) 3.125 shares of Parent Class A Common Stock (the "Stock Election Consideration"), or (iv) in the event of the Reporting Person's failure to timely deliver an election, the Stock Election Consideration.
F3 This amount includes 6,452 shares of Issuer Common Stock subject to awards of time-vesting restricted stock units ("RSUs") held by the Reporting Person as of immediately prior to the effective time of the Merger that, pursuant to the Merger Agreement and as of the effective time of the Merger, were converted into the right to receive (i) a cash payment equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the RSU as of immediately prior to the effective time of the Merger, multiplied by (B) the Cash Election Consideration and (ii) a number of shares of Parent Class A Common Stock equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the RSU as of immediately prior to the effective time of the Merger, multiplied by (B) the Stock Election Consideration.
F4 Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding award of options to purchase shares of Common Stock held by the Reporting Person as of immediately prior to the effective time of the Merger became fully vested and was cancelled and converted into the right to receive a cash payment equal to (i) the number of shares of Issuer Common Stock subject to each such option as of immediately prior to the effective time of the Merger, multiplied by (ii) the difference between the Cash Election Consideration and the exercise price per share of the Issuer Common Stock subject to such option.