| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VEI | Class A common stock | Award | $0 | +254K | $0.00 | 254K | Nov 1, 2021 | Direct | F1, F2, F3, F4 | |
| transaction | VEI | Class A common stock | Award | $0 | +254K | +100% | $0.00 | 507K | Nov 1, 2021 | Direct | F1, F2, F3, F5 |
| transaction | VEI | Class A common stock | Tax liability | -$3.37M | -198K | -39.12% | $17.01 | 309K | Nov 1, 2021 | Direct | F6 |
Eric Marsh is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | The reporting person received 63,038 shares of common stock, par value $0.01 per share of Chesapeake (the "Chesapeake Common Stock") as merger consideration as a result of 253,571 Vine restricted stock units which fully vested at the effective time by a result of a termination of employment at or immediately after the effective time. |
| F5 | The reporting person received 63,038 Chesapeake Common Stock as merger consideration as a result of 253,571 Vine performance stock units which fully vested at the effective time by result of a termination of employment at or immediately after the effective time. |
| F6 | Vine withheld 49,320 shares of Chesapeake Common Stock that would have otherwise been issuable to the reporting person to satisfy tax withholding obligations. |
Chief Executive Officer and Chairman of the Board