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

Role
SVP, Land
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, 04:01 PM
Previous filing
Oct 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CLR Common Stock Disposed to Issuer -94.8K -100% 0 Nov 22, 2022 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert Hagens 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 68,929 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.