Statement of Changes in Beneficial Ownership (4)
November 13 2019 - 5:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HONEYFIELD DAVID W |
2. Issuer Name and Ticker or Trading Symbol
ULTRA PETROLEUM CORP
[
UPLC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr VP, Chief Financial Officer |
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(Last)
(First)
(Middle)
ULTRA PETROLEUM CORP., 116 INVERNESS DRIVE EAST SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/19/2019 |
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/11/2019 | | M | | 68176 | A | (1) | 428176 | D | |
| Common Stock | 11/11/2019 | | F | | 19759 | D | $0.215 | 408417 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | (1) | 11/11/2019 | | M | | | 68176 | (2) | (2) | Common Stock | 68176 | $0 | 1084976 (3)(4) | D | |
| Explanation of Responses: |
| (1) | Such time-based restricted stock units converted into common stock on a one-for-one basis. |
| (2) | On November 9, 2018, the Reporting Person was granted 204,528 time-based restricted stock units, scheduled to vest, if at all, in three equal annual installments beginning on November 9, 2019. |
| (3) | Following the transaction reported herein, 136,352 of such remaining restricted stock units are time-based and will vest, if at all, in two equal annual installments beginning on November 9, 2020. 179,856 of the restricted stock units set forth in box 9 of this Form 4 are time-based and will vest, if at all, in three equal annual installments beginning on March 1, 2020. The time-based awards will terminate and the applicable restricted stock units will not vest if the Reporting Person is not employed by the Company on the date any portion of the award is scheduled to vest. |
| (4) | (Continued from Footnote 3) 768,768 of the restricted stock units are subject to both performance-based and time-based vesting terms. The performance-based vesting conditions are assessed based on the volume-weighted average price of the Company's common shares as measured over 60 consecutive trading days relative to pre-established price goals. Once a performance-based vesting condition is achieved, the restricted stock units that have become performance vested will time-vest over the two or three-year period following the date on which they became performance vested. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HONEYFIELD DAVID W
ULTRA PETROLEUM CORP.
116 INVERNESS DRIVE EAST SUITE 400
ENGLEWOOD, CO 80112 |
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| Sr VP, Chief Financial Officer |
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Signatures
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| /s/ Rex Griffin, as Attorney in Fact for David W. Honeyfield | | 11/13/2019 |
| **Signature of Reporting Person | Date |
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