Steve Millican - Feb 16, 2022 Form 4 Insider Report for Magnolia Oil & Gas Corp (MGY)

Role
SVP - OPERATIONS
Signature
/s/ Timothy D. Yang, Attorney-in-Fact
Stock symbol
MGY
Transactions as of
Feb 16, 2022
Transactions value $
-$366,882
Form type
4
Date filed
2/18/2022, 03:12 PM
Previous filing
Nov 3, 2021
Next filing
Mar 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MGY Class A Common Stock Options Exercise +45.3K +19.26% 280K Feb 16, 2022 Direct F1
transaction MGY Class A Common Stock Tax liability -$367K -18.1K -6.45% $20.30 262K Feb 16, 2022 Direct
transaction MGY Class A Common Stock Award $0 +1.2K +0.46% $0.00 264K Feb 16, 2022 Direct 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 MGY Performance Share Units Options Exercise $0 -45.3K -100% $0.00* 0 Feb 16, 2022 Class A Common Stock 45.3K Direct F1
transaction MGY Performance Restricted Stock Units Award $0 +22.4K $0.00 22.4K Feb 16, 2022 Class A Common Stock 22.4K Direct F3
transaction MGY Performance Restricted Stock Units Award $0 +23.6K $0.00 23.6K Feb 16, 2022 Class A Common Stock 23.6K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Millican's Form 4 filed on February 27, 2019 (the "Prior Form 4"). Each PSU, to the extent earned, represented a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"), and the officer could earn between 0% and 150% of the target number of PSUs reported on the Prior Form 4, based on the Company's relative total shareholder return performance for the specified period and subject to the officer's continued employment through the date of settlement of the PSUs. On February 16, 2022, the Compensation Committee certified that the Company's relative total shareholder return performance resulted in the officer earning 150% of the target number of PSUs.
F2 Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Company. The RSUs will vest in four substantially equal installments on March 1, 2023, 2024, 2025, and 2026, subject to the officer's continued employment through the applicable vesting date.
F3 Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 16, 2022 and ending February 15, 2027. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2023, 2024, and 2025, subject to the officer's continued employment through the applicable vesting date.
F4 Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 16, 2022 and ending February 15, 2027. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2025, subject to the officer's continued employment through that date.