Timothy D. Yang - Feb 13, 2023 Form 4 Insider Report for Magnolia Oil & Gas Corp (MGY)

Role: EVP - GENERAL COUNSEL & SEC
Signature: /s/ Timothy D. Yang
Stock symbol: MGY
Transactions as of: Feb 13, 2023
Transactions value $: -$561,432
Form type: 4
Date filed: 2/15/2023, 03:15 PM
Previous filing: May 5, 2022
Next filing: Feb 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MGY	Class A Common Stock	Options Exercise		+77.8K	+13.5%		654K	Feb 13, 2023	Direct	F1
transaction	MGY	Class A Common Stock	Tax liability	-$561K	-24.3K	-3.72%	$23.07	630K	Feb 13, 2023	Direct
transaction	MGY	Class A Common Stock	Award	$0	+35.3K	+5.6%	$0.00	665K	Feb 13, 2023	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	-77.8K	-100%	$0.00^*	0	Feb 13, 2023	Class A Common Stock	77.8K		Direct	F1
transaction	MGY	Performance Share Units	Award	$0	+35.3K		$0.00	35.3K	Feb 13, 2023	Class A Common Stock	35.3K		Direct	F3

* 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. Yang's Form 4 filed on February 27, 2020 (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 13, 2023, the Compensation Committee certified that the Company's relative total shareholder return performance resulted in the officer earning 104.66% 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 three substantially equal installments on March 1, 2024, 2025, and 2026, subject to the officer's continued employment through the applicable vesting date.
F3	Reflects performance share units ("PSUs") granted under the Plan. Each PSU, 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 between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2023 and ending December 31, 2025, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).