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Walker John B's Form 4 filing

Magnolia Oil & Gas Corp (MGY) · filed Sep 30, 2021

Accession no.
0001104659-21-121369
Filed
Sep 30, 2021
Trade date
Sep 28, 2021
Filing delay
2 days
Rule 10b5-1 plan
Not on the form (before 2023)

This filing lists 2 non-derivative transactions and 2 derivative transactions. Open-market sales total $122.8M. It was filed 2 days after the trade.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
Walker John BCIK 0001374442Director, 10% Owner

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Sep 28, 2021Class A Common StockCConversionAcquired+4,608,218–F1–27,612,444Indirect
Sep 28, 2021Class A Common StockSSaleDisposed−7,500,000$16.38F8−$122,850,00020,112,444Indirect

Derivative securities (Table II)

Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Sep 28, 2021Class A Common StockCConversionDisposed−4,608,218$0.00F1$055,915,438Indirect
Sep 28, 2021Class A Common StockSSaleDisposed−3,000,000$16.38F8−$49,140,00052,915,438Indirect

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

F1

Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.

F8

This amount represents the purchase price in the 144 Sale (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the June 2021 Transfer.

Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.

Read the full filing on SEC EDGAR (opens in a new tab)