Statement of Changes in Beneficial Ownership (4)
22 Novembre 2022 - 11:32PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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
*
Hamm Hilary Honor |
2. Issuer Name and Ticker or Trading Symbol
CONTINENTAL RESOURCES, INC
[
CLR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Member of 10% owner group (5) |
(Last)
(First)
(Middle)
C/O HAMM CAPITAL LLC, P.O. BOX 1295 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/22/2022 |
(Street)
OKLAHOMA CITY, OK 73101
(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 | 11/22/2022 | | J(1)(2) | | 1449 | D | (1)(2) | 0 | D | |
Common Stock | 11/22/2022 | | J(1)(2) | | 28416733 | D | (1)(2) | 0 | I (3) | Held through Trust (4) |
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) | On November 22, 2022 (the "Closing Date"), Omega Acquisition, Inc., an Oklahoma corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation, pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and between the Issuer and Merger Sub. On the Closing Date and in connection with the consummation of the Merger, all shares of common stock, par value $0.01 per share, of the Issuer held by the Reporting Person (the "Rollover Shares") outstanding immediately prior to the effective time of the Merger converted into an identical number of newly issued shares of the surviving corporation having identical rights to the previously existing Rollover Shares held by the Reporting Person. |
(2) | (Continued from Footnote 1) The number of Rollover Shares reported includes 1,449 Company RS Awards. Pursuant to the terms of the Merger Agreement, each unvested restricted stock award (a "Company RS Award") issued under the Issuer's long-term incentive compensation plans that was outstanding immediately prior to the effective time of the Merger was replaced with a restricted stock unit award covering the same number of shares of the surviving corporation as the number of Rollover Shares covered by the Company RS Award. All of the dispositions of Rollover Shares reported on this Form 4 are exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-7 of the Exchange Act. |
(3) | Securities held in trusts for which the Reporting Person serves as trustee or co-trustee. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(4) | Includes: (i) 5,507,764 Rollover Shares held by the 2015 Hilary Honor Hamm Trust I; and (ii) 22,908,969 Rollover Shares held by the 2015 Hilary Honor Hamm Trust II, which, together with the Reporting Person, are members of a "group" for purposes of Section 13(d) of the Exchange Act. |
Remarks: 5. The Reporting Person is a member of a "group" for purposes of Section 13(d) of the Exchange Act. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hamm Hilary Honor C/O HAMM CAPITAL LLC P.O. BOX 1295 OKLAHOMA CITY, OK 73101 |
| X |
| Member of 10% owner group (5) |
Signatures
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/s/ Debra Richards, Attorney-In-Fact | | 11/22/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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