Statement of Changes in Beneficial Ownership (4)
05 Juillet 2022 - 10:21PM
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
*
Henderson James P |
2. Issuer Name and Ticker or Trading Symbol
WHITING PETROLEUM CORP
[
WLL
]
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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)
Former EVP Finance & CFO |
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(Last)
(First)
(Middle)
1700 LINCOLN STREET, SUITE 4700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2022 |
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(Street)
DENVER, CO 80203
(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, par value $0.001 per share ("Common Stock") | 7/1/2022 | | M(1)(2) | | 6160 | A | (1)(2) | 41014 | D | |
| Common Stock | 7/1/2022 | | F | | 2689 (3) | D | $68.03 | 38325 | D | |
| Common Stock | 7/1/2022 | | D | | 38325 (4) | D | (4) | 0 | 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 2020 | (1)(2) | 7/1/2022 | | D | | | 6160 | (1)(2) | (1)(2) | Common Stock | 6160 | (1)(2) | 0 | D | |
| Restricted Stock Units - Extended Vesting 2021 | (1)(2) | 7/1/2022 | | D | | | 32069 | (1)(2) | (1)(2) | Common Stock | 32069 | (1)(2) | 0 | D | |
| Restricted Stock Units 2021 | (1)(2) | 7/1/2022 | | D | | | 16315 | (1)(2) | (1)(2) | Common Stock | 16315 | (1)(2) | 0 | D | |
| Performance Share Units (Absolute) 2021 | (5) | 7/1/2022 | | D | | | 18354 | (5) | (5) | Common Stock | 18354 | (5) | 0 | D | |
| Performance Share Units (Relative) 2021 | (5) | 7/1/2022 | | D | | | 18354 | (5) | (5) | Common Stock | 18354 | (5) | 0 | D | |
| Restricted Stock Units 2022 | (1)(2) | 7/1/2022 | | D | | | 8204 | (1)(2) | (1)(2) | Common Stock | 8204 | (1)(2) | 0 | D | |
| Performance Share Units (Absolute) 2022 | (5) | 7/1/2022 | | D | | | 6152 | (5) | (5) | Common Stock | 6152 | (5) | 0 | D | |
| Performance Share Units (Relative) 2022 | (5) | 7/1/2022 | | D | | | 6152 | (5) | (5) | Common Stock | 6152 | (5) | 0 | D | |
| Explanation of Responses: |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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"). |
| (5) | 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%. |
Remarks:
By virtue of the Merger Agreement, the Reporting Person has ceased being a Section 16 officer of Whiting. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Henderson James P
1700 LINCOLN STREET
SUITE 4700
DENVER, CO 80203 |
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| Former EVP Finance & CFO |
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Signatures
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| /s /M. Scott Regan, Attorney-in-Fact for Henderson James P | | 7/5/2022 |
| **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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