Robert D. Lawler - Nov 22, 2022 Form 4 Insider Report for CONTINENTAL RESOURCES, INC (CLR)

Role: President & COO
Signature: /s/ Richard E. Green, Attorney-In-Fact
Stock symbol: CLR
Transactions as of: Nov 22, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/22/2022, 03:30 PM
Previous filing: Aug 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CLR	Common Stock	Disposed to Issuer		-185K	-100%		0	Nov 22, 2022	Direct	F1, F2

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

Robert D. Lawler is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and between the Issuer and Omega Acquisition, Inc. ("Merger Sub"), Merger Sub commenced a tender offer (the "Offer") to purchase any and all of the shares of common stock, par value $0.01 per share (collectively, the "Shares") of the Issuer other than Rollover Shares (as defined in the Merger Agreement), at a price of $74.28 per Share. On November 22, 2022 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger" and, together with the Offer, the "Transactions"), and, in connection with the consummation of the Transactions, the Reporting Person disposed of all his Shares.
F2	(Continued from Footnote 1) The number of Shares reported includes 185,335 Company RS Awards. Pursuant to the terms of the Merger Agreement, Shares held by the Reporting Person underlying unvested restricted stock awards (each, a "Company RS Award") issued under the Issuer's long-term incentive compensation plans are treated as Rollover Shares and were replaced with a restricted stock unit award covering the same number of shares of the surviving corporation as the number of Shares covered by the Company RS Award. All of the dispositions of Shares reported on this Form 4 are exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-3(e) of the Exchange Act.

Content

Pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and between the Issuer and Omega Acquisition, Inc. ("Merger Sub"), Merger Sub commenced a tender offer (the "Offer") to purchase any and all of the shares of common stock, par value $0.01 per share (collectively, the "Shares") of the Issuer other than Rollover Shares (as defined in the Merger Agreement), at a price of $74.28 per Share. On November 22, 2022 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger" and, together with the Offer, the "Transactions"), and, in connection with the consummation of the Transactions, the Reporting Person disposed of all his Shares.

(Continued from Footnote 1) The number of Shares reported includes 185,335 Company RS Awards. Pursuant to the terms of the Merger Agreement, Shares held by the Reporting Person underlying unvested restricted stock awards (each, a "Company RS Award") issued under the Issuer's long-term incentive compensation plans are treated as Rollover Shares and were replaced with a restricted stock unit award covering the same number of shares of the surviving corporation as the number of Shares covered by the Company RS Award. All of the dispositions of Shares reported on this Form 4 are exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-3(e) of the Exchange Act.