Juniper Capital II GP, L.P. - Jun 2, 2021 Form 4 Insider Report for PENN VIRGINIA CORP (PVAC)

Role
10%+ Owner
Signature
/s/ Edward Geiser, Authorized Signatory of the Reporting Person
Stock symbol
PVAC
Transactions as of
Jun 2, 2021
Transactions value $
$0
Form type
4
Date filed
6/4/2021, 05:22 PM
Next filing
Oct 8, 2021

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 PVAC Series A Preferred Stock Other +8.89 +0.02% 54.1K Jun 2, 2021 Common Stock 889 See footnote F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As previously reported, on January 15, 2021, Rocky Creek Resources, LLC, a Delaware limited liability company ("RCR"), was issued 54,052.52 shares of Series A Preferred Stock of the Issuer ("Series A Preferred Stock") and 5,405,252 Common Units ("Common Units") of PV Energy Holdings, L.P., a Delaware limited partnership and subsidiary of the Issuer (the "Partnership") pursuant to the Contribution Agreement dated November 2, 2020 (the "Contribution Agreement").
F2 RCR may elect to have each Common Unit, together with 1/100th of a share of Series A Preferred Stock, held by it, redeemed at any time on or after July 14, 2021 for, at the Partnership's option, either (a) one share of common stock, par value $0.01, of the Issuer ("Common Stock") or (b) a cash payment equal to the average of the volume-weighted closing price of one share of Common Stock for the five trading days prior to the date RCR delivers a notice of redemption for each Common Unit and 1/100th of a share of Series A Preferred Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications).
F3 On June 2, 2021, RCR became entitled to receive 8.89 shares of Series A Preferred Stock and 889 Common Units pursuant to customary post-closing adjustments set forth in the Contribution Agreement. The number of shares of Series A Preferred Stock and Common Units issuable pursuant to the post-closing adjustments was determined on June 2, 2021 pursuant to a final settlement statement in accordance with the Contribution Agreement.
F4 The Reporting Person is the sole general partner of Juniper Capital II, L.P., a Delaware limited partnership and investment fund that controls RCR and owns a majority of the membership interests in RCR. The Reporting Person disclaims beneficial ownership in the securities except to the extent of its pecuniary interest therein.
F5 N/A.