Thomas E. Jorden - 01 Oct 2021 Form 4 Insider Report for CIMAREX ENERGY CO

Reporting relationship: CEO and President, Director
Issuer ticker: N/A
Reported as of: 01 Oct 2021
Net transaction value: -$2,170,670
SEC form: 4
Accepted by SEC: 05 Oct 2021, 21:40:42 UTC
Next SEC filing: 03 Dec 2021
Source filing: View source filing
Reporting owner signature: /s/ Francis B. Barron, as Attorney-in-Fact

Key filing fact

Thomas E. Jorden filed Form 4 for CIMAREX ENERGY CO on 05 Oct 2021.

Key facts

This page summarizes Thomas E. Jorden's Form 4 filing for CIMAREX ENERGY CO.
5 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 05 Oct 2021, 21:40.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: -$2,170,670.

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.

XEC transaction

Common Stock

Award

Transaction value: $0
Shares: +56,596
Change %: +13%
Price: $0.000000
Shares after: 497,253
Date: 01 Oct 2021
Ownership: Direct
Footnotes: F1, F2, F3

XEC transaction

Common Stock

Disposed to Issuer

Transaction value: $2,170,670
Shares: -24,893
Change %: -5%
Price: $87.20
Shares after: 472,360
Date: 01 Oct 2021
Ownership: Direct
Footnotes: F4

XEC transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -13,424
Change %: -100%
Price
Shares after: 0
Date: 01 Oct 2021
Ownership: By 401(k)
Footnotes: F5

XEC transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -225,048
Change %: -100%
Price
Shares after: 0
Date: 01 Oct 2021
Ownership: By Trust
Footnotes: F5

XEC transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -472,360
Change %: -100%
Price
Shares after: 0
Date: 01 Oct 2021
Ownership: Direct
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

Thomas E. Jorden 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

Reflects the conversion of a performance-based restricted stock award in connection with the Agreement and Plan of Merger, dated May 23, 2021, as amended on June 29, 2021 (the "Merger Agreement"), by and among Cabot Oil & Gas Corporation ("Cabot"), Double C Merger Sub, Inc. ("Merger Sub") and Cimarex Energy Co. ("Cimarex"), pursuant to which Cimarex was merged with and into Merger Sub, effective as of October 1, 2021 (the "Merger"). Pursuant to the Merger Agreement and the side letter entered into by Mr. Jorden, Cimarex and Cabot on June 29, 2021 (the "Jorden Side Letter"), Mr. Jorden's performance-based restricted stock awards were converted into a Cabot restricted stock award, with the number of shares determined as set forth in the Merger Agreement and the Jorden Side Letter.

Footnote F2

Each converted Cabot restricted stock award is subject to the same terms and conditions (including service-based vesting terms but excluding performance criteria) as applied to the corresponding Cimarex performance-based restricted stock award as of immediately prior to the effective time of the Merger. The performance-based restricted stock award was originally subject to the satisfaction of certain performance criteria through December 1, 2022, provided that the reporting person remained in continuous employment with Cimarex through that date.

Footnote F3

The number of securities beneficially owned as reported in column 5 consists of 226,578 shares of restricted stock subject to service-based vesting and 270,675 shares subject to service-based vesting and, prior to the Merger, the satisfaction of certain performance criteria.

Footnote F4

Represents shares withheld for taxes upon the vesting of 56,596 shares of restricted stock. The balance of shares reported in column 5 consists of 226,578 shares of restricted stock subject to service-based vesting and 232,624 shares subject to service-based vesting and, prior to the Merger, the satisfaction of certain performance criteria.

Footnote F5

This Form 4 reports securities disposed upon the effectiveness of the Merger. At the effective time, each outstanding share of Cimarex common stock was converted into the right to receive 4.0146 shares of Cabot common stock.