James P. Henderson - 01 Jul 2022 Form 4 Insider Report for WHITING PETROLEUM CORP (WLLAW)

Role
Former EVP Finance & CFO
Signature
/s /M. Scott Regan, Attorney-in-Fact for Henderson James P
Issuer symbol
WLLAW
Transactions as of
01 Jul 2022
Net transactions value
-$182,933
Form type
4
Filing time
05 Jul 2022, 16:20:59 UTC
Previous filing
03 Jun 2022
Next filing
01 Sep 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WLLAW Common Stock, par value $0.001 per share ("Common Stock") Options Exercise +6,160 +18% 41,014 01 Jul 2022 Direct F1, F2
transaction WLLAW Common Stock Tax liability $182,933 -2,689 -6.6% $68.03 38,325 01 Jul 2022 Direct F3
transaction WLLAW Common Stock Disposed to Issuer -38,325 -100% 0 01 Jul 2022 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WLLAW Restricted Stock Units 2020 Disposed to Issuer -6,160 -100% 0 01 Jul 2022 Common Stock 6,160 Direct F1, F2
transaction WLLAW Restricted Stock Units - Extended Vesting 2021 Disposed to Issuer -32,069 -100% 0 01 Jul 2022 Common Stock 32,069 Direct F1, F2
transaction WLLAW Restricted Stock Units 2021 Disposed to Issuer -16,315 -100% 0 01 Jul 2022 Common Stock 16,315 Direct F1, F2
transaction WLLAW Performance Share Units (Absolute) 2021 Disposed to Issuer -18,354 -100% 0 01 Jul 2022 Common Stock 18,354 Direct F5
transaction WLLAW Performance Share Units (Relative) 2021 Disposed to Issuer -18,354 -100% 0 01 Jul 2022 Common Stock 18,354 Direct F5
transaction WLLAW Restricted Stock Units 2022 Disposed to Issuer -8,204 -100% 0 01 Jul 2022 Common Stock 8,204 Direct F1, F2
transaction WLLAW Performance Share Units (Absolute) 2022 Disposed to Issuer -6,152 -100% 0 01 Jul 2022 Common Stock 6,152 Direct F5
transaction WLLAW Performance Share Units (Relative) 2022 Disposed to Issuer -6,152 -100% 0 01 Jul 2022 Common Stock 6,152 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James P. Henderson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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").
F5 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.