| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | XEC | Common Stock | Award | $0 | +56.6K | +12.84% | $0.00 | 497K | Oct 1, 2021 | Direct | F1, F2, F3 |
| transaction | XEC | Common Stock | Disposed to Issuer | -$2.17M | -24.9K | -5.01% | $87.20 | 472K | Oct 1, 2021 | Direct | F4 |
| transaction | XEC | Common Stock | Disposed to Issuer | -13.4K | -100% | 0 | Oct 1, 2021 | By 401(k) | F5 | ||
| transaction | XEC | Common Stock | Disposed to Issuer | -225K | -100% | 0 | Oct 1, 2021 | By Trust | F5 | ||
| transaction | XEC | Common Stock | Disposed to Issuer | -472K | -100% | 0 | Oct 1, 2021 | Direct | F5 |
Thomas E. Jorden is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Reflects the conversion of a performance-based restricted stock award in connection with the Agreement and Plan of Merger, dated May 23, 2021, as amended on June 29, 2021 (the "Merger Agreement"), by and among Cabot Oil & Gas Corporation ("Cabot"), Double C Merger Sub, Inc. ("Merger Sub") and Cimarex Energy Co. ("Cimarex"), pursuant to which Cimarex was merged with and into Merger Sub, effective as of October 1, 2021 (the "Merger"). Pursuant to the Merger Agreement and the side letter entered into by Mr. Jorden, Cimarex and Cabot on June 29, 2021 (the "Jorden Side Letter"), Mr. Jorden's performance-based restricted stock awards were converted into a Cabot restricted stock award, with the number of shares determined as set forth in the Merger Agreement and the Jorden Side Letter. |
| F2 | Each converted Cabot restricted stock award is subject to the same terms and conditions (including service-based vesting terms but excluding performance criteria) as applied to the corresponding Cimarex performance-based restricted stock award as of immediately prior to the effective time of the Merger. The performance-based restricted stock award was originally subject to the satisfaction of certain performance criteria through December 1, 2022, provided that the reporting person remained in continuous employment with Cimarex through that date. |
| F3 | The number of securities beneficially owned as reported in column 5 consists of 226,578 shares of restricted stock subject to service-based vesting and 270,675 shares subject to service-based vesting and, prior to the Merger, the satisfaction of certain performance criteria. |
| F4 | Represents shares withheld for taxes upon the vesting of 56,596 shares of restricted stock. The balance of shares reported in column 5 consists of 226,578 shares of restricted stock subject to service-based vesting and 232,624 shares subject to service-based vesting and, prior to the Merger, the satisfaction of certain performance criteria. |
| F5 | This Form 4 reports securities disposed upon the effectiveness of the Merger. At the effective time, each outstanding share of Cimarex common stock was converted into the right to receive 4.0146 shares of Cabot common stock. |