Statement of Changes in Beneficial Ownership (4)
31 December 2019 - 8:18AM
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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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
*
Duginski Charles |
2. Issuer Name and Ticker or Trading Symbol
Chaparral Energy, Inc.
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CHAP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, President & Director |
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(Last)
(First)
(Middle)
701 CEDAR LAKE BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/27/2019 |
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(Street)
OKLAHOMA CITY, OK 73114
(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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| Class A Common Stock | 12/27/2019 | | A | | 1720183 | A | (1)(2)(3)(4) | 1720183 | 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 |
| Explanation of Responses: |
| (1) | Pursuant to Mr. Duginski's employment agreement, on December 27, 2019, Chaparral Energy, Inc. (the "Issuer") granted Mr. Duginski (i) 688,073 time-vesting shares of restricted Class A common stock, par value $0.01 per share ("Common Stock"), and (ii) 1,032,110 performance-vesting shares of restricted Common Stock (based on achieving 150% of the target grant of 688,073 time- and performance-vesting shares). Under the terms of the grant agreement for the performance-vesting shares, the number of shares of restricted Common Stock that will become vested (and not forfeited) will range from 0 to 1,032,110 (150% of the target grant). With respect to each grant, the time-vesting component is based on three equal installments on each of the first three anniversaries of the December 27, 2019 grant date, but will satisfy the time-vesting element only if Mr. Duginski is still an employee at such time. |
| (2) | The foregoing grants were made as inducements material to Mr. Duginski's acceptance of employment as the Chief Executive Officer and President of the Issuer, in reliance on New York Stock Exchange Listed Company Manual Rule 303A.08. |
| (3) | If, within 18 months after a Change in Control (as defined in Mr. Duginski's employment agreement), Mr. Duginski is terminated by the Issuer (or its successor) without "Cause" or if Mr. Duginski resigns for "Good Reason" (as those terms are defined in the employment agreement), then 100% of the unvested portion of these restricted stock awards would vest on the termination date, with performance assumed to be achieved at the target performance level. Full vesting also occurs if these restricted stock awards are not assumed by the acquirer in connection with a Change in Control, regardless of whether a termination of employment occurs. |
| (4) | In the event of a termination of employment as a result of Mr. Duginski's death or Disability (as defined in the employment agreement), a termination by the Issuer without Cause or a termination by Mr. Duginski for Good Reason (other than in connection with a Change in Control, as described in Note 3 above, if applicable), the portion of these restricted stock awards scheduled to vest on the next regularly scheduled vesting date immediately following the termination date will vest on the termination date, with performance goals assumed to be achieved at the target performance level. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Duginski Charles
701 CEDAR LAKE BLVD
OKLAHOMA CITY, OK 73114 | X |
| CEO, President & Director |
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Signatures
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| /s/ Justin P. Byrne, Attorney-in-Fact | | 12/30/2019 |
| **Signature of Reporting Person | Date |
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