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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (1) | 02/26/2020 | M | 74,405 | (2) | (2) | Common Stock | 74,405 | $ 0 | 223,215 | D | ||||
Restricted Stock Unit | (1) | 02/27/2020 | M | 75,123 | (3) | (3) | Common Stock | 75,123 | $ 0 | 150,245 | D | ||||
Restricted Stock Unit | (4) | 02/26/2020 | A | 690,190 | (4) | (4) | Common Stock | 690,190 | $ 0 | 690,190 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bott Julian Mark 10000 ENERGY DRIVE P. O. BOX 12359 SPRING, TX 77391-2359 |
EVP and CFO |
/s/ Melissa D. McCarty, attorney-in-fact for Mr. Bott | 02/28/2020 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each Restricted Stock Unit ("RSU") has the economic equivalent of one share of Southwestern Energy Company ("SWN") common stock. The RSUs vesting on February 26, 2020 and February 27, 2020 were settled in common stock based on the closing price of SWN common stock on the vesting date. |
(2) | On February 26, 2019, the reporting person was granted RSUs, vesting in four equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with the required years of service, or a change in control. Vesting RSUs will be settled in shares of SWN common stock, cash, or a combination of shares of SWN common stock and cash. |
(3) | On February 27, 2018, the reporting person was granted RSUs, vesting in four equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with required years of service, or a change in control. Vesting RSUs will be settled in shares of SWN common stock, cash, or a combination of shares of SWN common stock and cash. |
(4) | On February 26, 2020, the reporting person was granted restricted stock units, vesting in four equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with required years of service, or a change in control. Each restricted stock unit that vests will entitle the holder to receive, payable in common stock or cash at the Compensation Committee's option, a value based on an adjusted stock price, calculated as the sum of (1) the closing stock price on the date of grant and (2) 50 percent of the difference between (a) the closing stock price on the date of vesting and (b) the closing stock price on the date of grant. If paid in stock, in no event will the number of shares of common stock delivered to the Participant exceed the number of restricted stock units granted to the participant. |