Jonathan Curth - Nov 1, 2021 Form 4 Insider Report for VINE ENERGY INC. (VEI)

Signature
/s/ Jonathan C. Curth
Stock symbol
VEI
Transactions as of
Nov 1, 2021
Transactions value $
$0
Form type
4
Date filed
11/3/2021, 07:32 PM
Previous filing
Jul 23, 2021
Next filing
Jun 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VEI Class A common stock Award $0 +33.9K $0.00 33.9K Nov 1, 2021 Direct F1, F2, F3, F4
transaction VEI Class A common stock Award $0 +33.9K $0.00 33.9K Nov 1, 2021 Direct F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 On November 1, 2021, pursuant to the Agreement and Plan of Merger dated as of August 10, 2021 (the "merger agreement"), (i) a wholly owned subsidiary of Chesapeake Energy Corporation ("Chesapeake") merged with and into Vine Energy Inc. ("Vine"), with Vine surviving the merger as a wholly owned subsidiary of Chesapeake (the "first merger" and the surviving entity, the "surviving corporation", the time of such first merger being the "effective time"); and (ii) immediately following the first merger, the surviving corporation merged with and into Hannibal Merger Sub LLC, a wholly owned subsidiary of Chesapeake ("Merger Sub LLC"), with Merger Sub LLC surviving the merger as a wholly owned subsidiary of Chesapeake (the "second merger" and, together with the first merger, the "merger").
F2 (Continued from Footnote 1) At the effective time, each outstanding Vine restricted stock unit award that was accelerated by its terms by reason of the merger or as a result of a termination of employment at or immediately after the effective time became fully vested and was converted into the right to receive the merger consideration (net of applicable withholding taxes) in respect of each share of Class A common stock, par value $0.01 per share of Vine ("Vine Class A common stock"), subject to such Vine restricted stock unit award immediately prior to the effective time. At the effective time, each Vine restricted stock unit award that was not accelerated by its terms by reason of the merger was cancelled and converted into a number of Chesapeake restricted stock unit awards.
F3 (Continued from Footnote 2) Following the effective time, the Chesapeake restricted stock units become subject to substantially the same terms and conditions that were applicable to Vine restricted stock unit awards immediately prior to the effective time, except that any performance-based vesting condition has been treated as having been attained based on target performance, so that such Chesapeake restricted stock unit award remains solely subject to the time-based vesting requirements in effect for the Vine restricted stock unit awards immediately prior to the effective time.
F4 Represents 9,054 shares of common stock, par value $0.01 per share of Chesapeake underlying Chesapeake restricted stock unit awards received upon the cancellation and conversion of Vine restricted stock unit awards pursuant to the terms of the merger agreement.
F5 Represents 9,054 shares of common stock, par value $0.01 per share of Chesapeake underlying Chesapeake performance stock unit awards received upon the cancellation and conversion of Vine performance stock unit awards pursuant to the terms of the merger agreement.

Remarks:

Vice President, General Counsel and Corporate Secretary