Gregory F. Conaway - Apr 1, 2024 Form 4 Insider Report for Callon Petroleum Co (CPE)

Role: Vice President & CAO
Signature: /s/ Gregory F. Conaway, by Lucas A. Fried, Attorney-in-Fact
Stock symbol: CPE
Transactions as of: Apr 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/1/2024, 04:28 PM
Previous filing: Mar 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CPE	Common Stock	Disposed to Issuer		-43.2K	-100%		0	Apr 1, 2024	Direct	F1

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	CPE	RSU - Stock	Disposed to Issuer		-37.5K	-100%		0	Apr 1, 2024	Common Stock	37.5K		Direct	F2

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

Gregory F. Conaway is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On April 1, 2024, pursuant to the Agreement and Plan of Merger, dated as of January 3, 2024 (the "Merger Agreement"), by and between APA Corporation ("APA"), Astro Comet Merger Sub Corp., a wholly owned subsidiary of APA ("Merger Sub"), and Callon Petroleum Company (the "Company"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving and continuing as the surviving corporation in the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of common stock of Callon (other than Excluded Shares (as defined in the Merger Agreement)) converted into the right to receive, without interest, 1.0425 shares (the "Exchange Ratio") of common stock of APA, with cash in lieu of fractional shares. The closing price per share of APA common stock on the Nasdaq Global Select Market on March 28, 2024, the day prior to the Effective Time, was $34.38.
F2	Pursuant to the Merger Agreement, at the Effective Time, each Company restricted stock unit relating to Company common stock ("Company RSU") outstanding as of immediately prior to the Effective Time was assumed by APA and converted into a number of restricted stock units with respect to shares of APA common stock (such restricted stock unit, a "Converted RSU") equal to the product of the number of shares of Company common stock subject to such Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded to the nearest number of whole shares. Each such Converted RSU will continue to be governed by the same terms and conditions as were applicable to the corresponding Company RSU immediately prior to the Effective Time.

Content

On April 1, 2024, pursuant to the Agreement and Plan of Merger, dated as of January 3, 2024 (the "Merger Agreement"), by and between APA Corporation ("APA"), Astro Comet Merger Sub Corp., a wholly owned subsidiary of APA ("Merger Sub"), and Callon Petroleum Company (the "Company"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving and continuing as the surviving corporation in the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of common stock of Callon (other than Excluded Shares (as defined in the Merger Agreement)) converted into the right to receive, without interest, 1.0425 shares (the "Exchange Ratio") of common stock of APA, with cash in lieu of fractional shares. The closing price per share of APA common stock on the Nasdaq Global Select Market on March 28, 2024, the day prior to the Effective Time, was $34.38.

Pursuant to the Merger Agreement, at the Effective Time, each Company restricted stock unit relating to Company common stock ("Company RSU") outstanding as of immediately prior to the Effective Time was assumed by APA and converted into a number of restricted stock units with respect to shares of APA common stock (such restricted stock unit, a "Converted RSU") equal to the product of the number of shares of Company common stock subject to such Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded to the nearest number of whole shares. Each such Converted RSU will continue to be governed by the same terms and conditions as were applicable to the corresponding Company RSU immediately prior to the Effective Time.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney