Frank D. Bracken III - Oct 5, 2021 Form 4 Insider Report for Lonestar Resources US Inc. (LONE)

Role: CEO, Director
Signature: /s/ Jason Werth, as Attorney-In-Fact for Frank D. Bracken III
Stock symbol: LONE
Transactions as of: Oct 5, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/7/2021, 06:10 AM
Previous filing: May 19, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LONE	Common Stock	Disposed to Issuer		-27.9K	-100%		0	Oct 5, 2021	Direct	F1, F2

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	LONE	Restricted Stock Units	Award	$0	+71.5K	+107.31%	$0.00	138K	Oct 5, 2021	Common Stock	71.5K		Direct	F3, F4
transaction	LONE	Restricted Stock Units	Disposed to Issuer		-238K	-100%		0	Oct 5, 2021	Common Stock	238K		Direct	F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Frank D. Bracken III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On October 5, 2021, pursuant to the Agreement and Plan of Merger dated as of July 10, 2021 (the "Merger Agreement"), by and among Penn Virginia Corporation ("Penn Virginia"), Lonestar Resources US Inc. ("Lonestar") and the other parties thereto, Upsilon Merger Sub Inc. merged with and into Lonestar (the "First Merger"), with Lonestar surviving the First Merger as the surviving corporation (the "Surviving Corporation"), and following the First Merger, the merger of the Surviving Corporation with and into Pi Merger Sub LLC ("Merger Sub LLC"), with Merger Sub LLC continuing as the surviving entity. Pursuant to the Merger Agreement, each share of Lonestar common stock issued and outstanding immediately prior to the effective time of the First Merger was converted into the right to receive 0.51 shares of Penn Virginia common stock (the "Exchange Ratio").
F2	(Continued from footnote 1) On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32.
F3	Each restricted stock unit ("RSU") represented the right to receive one share of Lonestar common stock. Pursuant to the Merger Agreement, each RSU of Lonestar outstanding as of immediately prior to the effective time of the First Merger became fully vested and was cancelled and converted into the right to receive a number of shares of Penn Virginia common stock obtained by multiplying (A) the number of shares of Lonestar common stock subject to such RSU as of immediately prior to the effective time of the First Merger, by (B) the Exchange Ratio, less applicable tax withholdings. On October 4, 2021 (the day prior to the effective time of the First Merger), the closing price of one share of Penn Virginia common stock was $32.32.
F4	This award of RSUs provided for vesting with respect to (x) one-third of the RSUs on the date of grant, and (y) one-third of the remaining RSUs on each of the first three anniversaries of December 31, 2020.
F5	These awards of RSUs, which vested in full pursuant to the Merger Agreement, consisted of (i) 100,000 time-based RSUs which provided for vesting with respect to (x) one-third of the time-based RSUs on April 13, 2020, and (y) one-third of the remaining time-based RSUs on each of the first three anniversaries of December 31, 2020, (ii) 100,000 total performance-based RSUs which provided for vesting with respect to one-third of the total performance-based RSUs on each of the first three anniversaries of December 31, 2020, subject to achievement of the applicable performance goals and (iii) 71,538 time-based RSUs granted immediately prior to the consummation of the transactions contemplated by the Merger Agreement, which provided for vesting with respect to (x) one-third of the time-based RSUs on the date of grant, and (y) one-third of the remaining time-based RSUs on each of the first three anniversaries of December 31, 2020.