James P. Henderson - 01 Jul 2022 Form 4 Insider Report for WHITING PETROLEUM CORP

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
05 Jul 2022, 16:20:59 UTC
Prior SEC filing
03 Jun 2022
Next SEC filing
06 Sep 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s /M. Scott Regan, Attorney-in-Fact for Henderson James P

Key filing fact

James P. Henderson filed Form 4 for WHITING PETROLEUM CORP on 05 Jul 2022.

Key facts

  • This page summarizes James P. Henderson's Form 4 filing for WHITING PETROLEUM CORP.
  • 11 reported transactions and 8 derivative rows are listed below.
  • Accepted by SEC: 05 Jul 2022, 16:20.

Change

  • Previous filing in this sequence was filed on 03 Jun 2022.
  • Current net transaction value: -$182,933.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

WLLAW transaction

Common Stock, par value $0.001 per share ("Common Stock")

Options Exercise

Transaction value
Shares
+6,160
Change %
+18%
Price
Shares after
41,014
Date
01 Jul 2022
Ownership
Direct
Footnotes
F1, F2
WLLAW transaction

Common Stock

Tax liability

Transaction value
$182,933
Shares
-2,689
Change %
-6.6%
Price
$68.03
Shares after
38,325
Date
01 Jul 2022
Ownership
Direct
Footnotes
F3
WLLAW transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-38,325
Change %
-100%
Price
Shares after
0
Date
01 Jul 2022
Ownership
Direct
Footnotes
F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

WLLAW transaction Derivative

Restricted Stock Units 2020

Disposed to Issuer

Transaction value
Shares
-6,160
Change %
-100%
Price
Shares after
0
Date
01 Jul 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
6,160
Exercise price
Footnotes
F1, F2
WLLAW transaction Derivative

Restricted Stock Units - Extended Vesting 2021

Disposed to Issuer

Transaction value
Shares
-32,069
Change %
-100%
Price
Shares after
0
Date
01 Jul 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
32,069
Exercise price
Footnotes
F1, F2
WLLAW transaction Derivative

Restricted Stock Units 2021

Disposed to Issuer

Transaction value
Shares
-16,315
Change %
-100%
Price
Shares after
0
Date
01 Jul 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
16,315
Exercise price
Footnotes
F1, F2
WLLAW transaction Derivative

Performance Share Units (Absolute) 2021

Disposed to Issuer

Transaction value
Shares
-18,354
Change %
-100%
Price
Shares after
0
Date
01 Jul 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
18,354
Exercise price
Footnotes
F5
WLLAW transaction Derivative

Performance Share Units (Relative) 2021

Disposed to Issuer

Transaction value
Shares
-18,354
Change %
-100%
Price
Shares after
0
Date
01 Jul 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
18,354
Exercise price
Footnotes
F5
WLLAW transaction Derivative

Restricted Stock Units 2022

Disposed to Issuer

Transaction value
Shares
-8,204
Change %
-100%
Price
Shares after
0
Date
01 Jul 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
8,204
Exercise price
Footnotes
F1, F2
WLLAW transaction Derivative

Performance Share Units (Absolute) 2022

Disposed to Issuer

Transaction value
Shares
-6,152
Change %
-100%
Price
Shares after
0
Date
01 Jul 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
6,152
Exercise price
Footnotes
F5
WLLAW transaction Derivative

Performance Share Units (Relative) 2022

Disposed to Issuer

Transaction value
Shares
-6,152
Change %
-100%
Price
Shares after
0
Date
01 Jul 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
6,152
Exercise price
Footnotes
F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

James P. Henderson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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"). 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.

Footnote F2

A percentage of the remaining restricted stock unit ("RSU") award granted to the Reporting Person in September 2020 vested immediately prior to the Company Merger Effective Time for shares of Common Stock. Pursuant to the Merger Agreement, any remaining unvested RSUs were assumed by Oasis and converted into the right to receive an RSU 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.

Footnote F3

The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of the RSUs. No shares were sold.

Footnote F4

Pursuant to the Merger Agreement, each share of Common Stock beneficially owned by the Reporting Person at the Company Merger Effective Time was exchanged for the right to receive 0.5774 shares of common stock, par value $0.01 per share, of Oasis and $6.25 in cash (together, the "Merger Consideration").

Footnote F5

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%.

SEC remarks

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

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