Thomas E. Jorden - Oct 1, 2021 Form 4 Insider Report for Coterra Energy Inc. (CTRA)

Signature
/s/ Deidre L. Shearer and Francis B. Barron, Attorneys-in-Fact for Thomas E Jorden
Stock symbol
CTRA
Transactions as of
Oct 1, 2021
Transactions value $
$0
Form type
4
Date filed
10/5/2021, 09:45 PM
Next filing
Dec 3, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTRA Common Stock Award +53.9K 53.9K Oct 1, 2021 By 401(k) F1
transaction CTRA Common Stock Award +903K 903K Oct 1, 2021 By Trust F2
transaction CTRA Common Stock Award +2M 2M Oct 1, 2021 Direct F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 13,424 shares of Cimarex Energy Co. common stock. This exchange was completed in connection with the merger of Cimarex Energy Co. ("Cimarex") with Double C Merger Sub, a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Coterra Energy Inc. ("Coterra," formerly known as Cabot Oil & Gas Corporation) (such merger, the "Merger"). Pursuant to the Agreement and Plan of Merger, dated as of May 23, 2021 by and among Coterra, Merger Sub and Cimarex (as amended on June 29, 2021, the "Merger Agreement"), subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock.
F2 Received in exchange for 225,048 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock.
F3 Reflects the conversion of previously outstanding restricted share awards granted by Cimarex ("Cimarex RSAs") into Coterra adjusted restricted share awards ("Adjusted RSAs") (on the basis of the 4.0146-for-one exchange ratio described above), in accordance with the June 29, 2021 Side Letter Agreement entered into among Mr. Jorden, Cimarex and Cabot, and the applicable provisions of the Merger Agreement.
F4 In accordance with the Side Letter Agreement, any performance goals applicable to the Cimarex RSAs were deemed satisfied at the effective time of the Merger at the greater of the target level of performance and the level of performance determined by the board of directors or compensation committee of Cimarex based on the results achieved during the applicable performance period, which was deemed to end on the latest practicable date prior to such effective time.
F5 The Adjusted RSAs are subject to the same service-based vesting terms and conditions as applied to the Cimarex RSAs immediately prior to such effective time.
F6 Reflects shares underlying Adjusted RSAs received upon the conversion of Cimarex RSAs and vesting as follows: (a) 226,578 shares that were subject to service-based vesting and (b) 270,675 shares that were subject to service-based vesting and, prior to the merger, the satisfaction of certain performance criteria as described in footnote 4 above.
F7 The amount of securities beneficially owned as reported in column 5 includes shares of Coterra common stock underlying Adjusted RSAs as follows: (a) 909,620 shares subject to service-based vesting and (b) 1,086,652 shares subject to service-based vesting and, prior to the merger, the performance criteria as described in footnote 4 above.