Juniper Capital II GP, L.P. - Oct 6, 2021 Form 4 Insider Report for PENN VIRGINIA CORP (PVAC)

Role
10%+ Owner
Signature
/s/ Edward Geiser, Authorized Signatory of the Reporting Person
Stock symbol
PVAC
Transactions as of
Oct 6, 2021
Transactions value $
$0
Form type
4
Date filed
10/8/2021, 07:48 PM
Previous filing
Jun 4, 2021
Next filing
Jun 22, 2023

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 PVAC Series A Preferred Stock Other -54.1K -100% 0 Oct 6, 2021 Class A Common Stock 54.1K See footnote F1, F2, F4, F6
transaction PVAC Class B Common Stock Other +5.41M 5.41M Oct 6, 2021 Class A Common Stock 5.41M See footnote F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 15, 2021, Rocky Creek Resources, LLC, a Delaware limited liability company ("RCR"), was issued 54,052.52 shares of Series A Preferred Stock of the Issuer ("Series A Preferred Stock") and 5,405,252 Common Units ("Common Units") of PV Energy Holdings, L.P., a Delaware limited partnership and subsidiary of the Issuer (the "Partnership") pursuant to the Contribution Agreement dated November 2, 2020 (the "Contribution Agreement"). On June 2, 2021, RCR received 8.89 shares of Series A Preferred Stock and 889 Common Units pursuant to customary post-closing adjustments set forth in the Contribution Agreement.
F2 On October 6, 2021, the Issuer renamed its common stock, par value $0.01, to Class A Common Stock, par value $0.01 per share (the "Class A Common Stock").
F3 On October 6, 2021, RCR exchanged its 54,061.41 shares of Series A Preferred Stock for 5,406,141 shares of Class B Common Stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock"), pursuant to the Contribution and Exchange Agreement, dated October 6, 2021. RCR may elect to have each Common Unit, together with 1 share of Class B Common Stock, held by it, redeemed at any time for, at the Partnership's option, either (a) one share of Class A Common Stock or (b) a cash payment equal to the average of the volume-weighted closing price of one share of Class A Common Stock for the five trading days prior to the date RCR delivers a notice of redemption for each Common Unit and each share of Class B Common Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications), subject to customary holdbacks for any pending indemnification claims as noted in Note 5.
F4 The Reporting Person is the sole general partner of Juniper Capital II, L.P., a Delaware limited partnership and investment fund that controls RCR and owns a majority of the membership interests in RCR. The Reporting Person disclaims beneficial ownership in the securities except to the extent of its pecuniary interest therein.
F5 Represents the total number of shares of Class A Common Stock underlying the shares of Class B Common Stock and Common Units issued to RCR, including the 247,950 Common Units and 247,950 shares of Class B Common Stock that are held in a restricted account for indemnification claims. Subject to customary holdbacks for any pending indemnification claims, such shares will be disbursed on January 15, 2022.
F6 N/A.