MIDSTATES PETROLEUM COMPANY,INC. (OTCMKTS:MPOYQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
As previously disclosed, in connection with the emergence of
Midstates Petroleum Company,Inc. (the Company) from its
reorganization under Chapter 11 of the United States Bankruptcy
Code, the Company appointed a new board of directors (the
Board) consisting of: Frederic F. Brace (the Companys
chief executive officer), Alan J. Carr (non-executive Chairman of
the Board), Patrice Douglas, Neal P. Goldman, Todd R. Snyder,
Michael S. Reddin and Bruce H. Vincent.
On November23, 2016, the Board approved the grant of certain
restricted stock units (RSUs) to its non-employee
directors and (i)the form of Midstates Petroleum Company,Inc.
Director Restricted Stock Unit Agreement entered into with each
of the Companys non-employee directors as part of their
respective annual compensation for service to the Company during
the fourth quarter of 2016 and for the year ended December31,
2017 (the Annual Grant Agreement) and (ii)the form of
Midstates Petroleum Company,Inc. Director Restricted Stock Unit
Agreement to the 2016 Long Term Incentive Plan with respect to
the grant of additional RSUs to each of the non-employee
directors (the Director LTIP Grant Agreement, and together
with the Annual Grant Agreement, the Award Agreements).
Each of the non-employee directors received a grant of 8,901 RSUs
under their respective Annual Grant Agreement (except that
Mr.Carr, as Chairman, received 13,351 RSUs) and 12,716 RSUs under
the Director LTIP Grant Agreement.
The Annual Grant Agreement provides that the RSUs granted therein
will vest on the first to occur of (i)December31, 2017, (ii)the
date the director ceases to be a director of the Board (other
than for cause), (iii)the directors death, (iv)the directors
disability or (v)a change in control of the Company.
The Director LTIP Grant Agreement provides that the RSUs granted
therein will vest (i)on the first business day following the date
on which the trailing 60-day average share price (including any
dividends paid) of the Companys common stock is equal to or
greater than $30.00 or (ii)upon a change in control of the
Company. The Director LTIP Grant Agreement further provides that
all unvested RSUs subject to the Director LTIP Grant Agreement
shall be immediately forfeited upon the first to occur of (i)the
fifth (5th) anniversary of the grant date or (ii)any participants
termination for any reason (except for a termination as part of a
change in control of the Company).
The descriptions of the Award Agreements in this report are
qualified in their entirety by reference to the full text of the
form of Award Agreements, which are filed as Exhibit10.1 and
Exhibit10.2 of this Current Report on Form8-K and are
incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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10.1 |
Formof Midstates Petroleum Company,Inc. Director Restricted |
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10.2 |
Formof Midstates Petroleum Company,Inc. Director Restricted |
About MIDSTATES PETROLEUM COMPANY, INC. (OTCMKTS:MPOYQ)
Midstates Petroleum Company, Inc. is an independent exploration and production company. The Company operates oil and natural gas properties, and is engaged in the exploration, development and production of oil, natural gas liquids (NGLs) and natural gas. It is focused on the application of drilling and completion techniques in oil and basins in the onshore United States. It conducts oil and gas operations, and owns and operates oil and gas properties in Oklahoma, Texas and Louisiana. Its Mississippian Lime assets consist of approximately 69,680 net prospective acres in the Mississippian Lime trend in Woods and Alfalfa Counties of Oklahoma, and approximately 12,160 net acres in Lincoln County, Oklahoma, which produces from, and is prospective in, the Hunton formation. Its Anadarko Basin assets consist of approximately 111,190 net acres in the Anadarko Basin, with over 82,530 net acres in Texas and over 28,650 net acres in western Oklahoma. MIDSTATES PETROLEUM COMPANY, INC. (OTCMKTS:MPOYQ) Recent Trading Information
MIDSTATES PETROLEUM COMPANY, INC. (OTCMKTS:MPOYQ) closed its last trading session 00.000 at 0.140 with 606,055 shares trading hands.