Charles J. Rimer - Jul 1, 2022 Form 4 Insider Report for WHITING PETROLEUM CORP (WLLAW)

Role
Former EVP Operations & COO
Signature
/s /M. Scott Regan, Attorney-in-Fact for Rimer Charles J
Stock symbol
WLLAW
Transactions as of
Jul 1, 2022
Transactions value $
$0
Form type
4
Date filed
7/5/2022, 04:23 PM
Previous filing
Jun 3, 2022
Next filing
Nov 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WLLAW Common Stock, par value $0.001 per share ("Common Stock") Disposed to Issuer -34.8K -100% 0 Jul 1, 2022 Direct F1, F2

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 WLLAW Restricted Stock Units - Extended Vesting 2021 Disposed to Issuer -33.2K -100% 0 Jul 1, 2022 Common Stock 33.2K Direct F1, F2
transaction WLLAW Restricted Stock Units 2021 Disposed to Issuer -16.3K -100% 0 Jul 1, 2022 Common Stock 16.3K Direct F1, F2
transaction WLLAW Performance Share Units (Absolute) 2021 Disposed to Issuer -18.4K -100% 0 Jul 1, 2022 Common Stock 18.4K Direct F3
transaction WLLAW Performance Share Units (Relative) 2021 Disposed to Issuer -18.4K -100% 0 Jul 1, 2022 Common Stock 18.4K Direct F3
transaction WLLAW Restricted Stock Units 2022 Disposed to Issuer -8.2K -100% 0 Jul 1, 2022 Common Stock 8.2K Direct F1, F2
transaction WLLAW Performance Share Units (Absolute) 2022 Disposed to Issuer -6.15K -100% 0 Jul 1, 2022 Common Stock 6.15K Direct F3
transaction WLLAW Performance Share Units (Relative) 2022 Disposed to Issuer -6.15K -100% 0 Jul 1, 2022 Common Stock 6.15K Direct F3
transaction WLLAW Warrants to Purchase Shares of Common Stock Disposed to Issuer -3.48K -100% 0 Jul 1, 2022 Common Stock 3.48K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Charles J. Rimer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger, dated March 7, 2022 (as it may be amended or supplemented from time to time, the "Merger Agreement"), by and among Oasis Petroleum Inc., a Delaware corporation ("Oasis"), Ohm Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Oasis ("Merger Sub"), New Ohm LLC, a Delaware limited liability company and a wholly owned subsidiary of Oasis, and Whiting Petroleum Corporation, a Delaware corporation ("Whiting").
F2 Pursuant to the Merger Agreement, on July 1, 2022 (the "Company Merger Effective Time"), Merger Sub merged with and into Whiting (the "Company Merger"), with Whiting continuing its existence as the surviving corporation following the Company Merger as a direct, wholly owned subsidiary of Oasis. Pursuant to the Merger Agreement, any outstanding unvested restricted stock unit ("RSUs") were assumed by Oasis and converted into the right to receive an RSU of Oasis exchangeable for shares of common stock, par value $0.01 per share ("Oasis Common Stock"), of Oasis. The Merger Agreement was filed by Whiting on March 7, 2022, as Exhibit 2.1 to its Current Report on Form 8-K.
F3 Pursuant to the Merger Agreement, at the Company Merger Effective Time, the performance vesting conditions of each performance stock unit ("PSU") award of Whiting were deemed satisfied based on the greater of (1) the target number of PSUs and (2) achievement of the applicable performance criteria based on a truncated performance period ending immediately prior to the Company Merger Effective Time, with such number of PSUs assumed by Oasis and converted into a right to receive the Merger Consideration upon satisfaction of the original continued service vesting conditions applicable to such PSUs. Based on this performance criteria Whiting expects the PSUs (Absolute) to vest at 200%.
F4 Pursuant to the terms of the Merger Agreement, each of the Reporting Person's outstanding warrants to purchase shares of Common Stock ("Warrants") was assumed by Oasis at the Company Merger Effective Time on nearly equivalent terms and conditions, (i) except that the number of shares of Oasis Common Stock subject to such Warrant was adjusted by the exchange ratio and (ii) the exercise price of such Warrant was reduced by the cash consideration and adjusted by the exchange ratio.

Remarks:

By virtue of the Merger Agreement, the Reporting Person has ceased being a Section 16 officer of Whiting.