Form Type: 4

SEC EDGAR Link
Accession Number:0001040593-19-000149
Date:2019-12-20
Issuer: CARRIZO OIL & GAS INC (CRZO)
Original Submission Date:

Reporting Person:

JOHNSON S P IV
500 DALLAS STREET
SUITE 2300 HOUSTON, TX 77002

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-12-20 D 171,221 d $0.00 0 direct
COMMON STOCK 2019-12-20 D 400,000 d $0.00 0 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2019-12-20 deemed execution date D 34,262 (d) common stock 34,262 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2019-12-20 deemed execution date D 127,018 (d) common stock 127,018 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2019-12-20 deemed execution date D 262,191 (d) common stock 262,191 $0.00 0 direct
PERFORMANCE SHARE UNITS 0.0 2019-12-20 deemed execution date D 12,123 (d) common stock 12,123 $0.00 0 direct
PERFORMANCE SHARE UNITS 0.0 2019-12-20 deemed execution date D 22,573 (d) common stock 22,573 $0.00 0 direct
PERFORMANCE SHARE UNITS 0.0 2019-12-20 deemed execution date D 31,197 (d) common stock 31,197 $0.00 0 direct
STOCK APPRECIATION RIGHTS 27.295 2019-12-20 deemed execution date D 91,014 (d) 2021-03-17 common stock 91,014 $27.30 0 direct
STOCK APPRECIATION RIGHTS 26.94 2019-12-20 deemed execution date D 88,736 (d) 2022-03-23 common stock 88,736 $26.94 0 direct
STOCK APPRECIATION RIGHTS 14.67 2019-12-20 deemed execution date D 136,251 (d) 2025-03-17 common stock 136,251 $14.67 0 direct
STOCK APPRECIATION RIGHTS 10.98 2019-12-20 deemed execution date D 184,542 (d) 2026-03-17 common stock 184,542 $10.98 0 direct
Footnotes
IDfootnote
f1 on december 20, 2019, pursuant to the agreement and plan of merger, dated as of july 14, 2019, as amended (the "merger agreement"), by and between callon petroleum company ("callon") and carrizo oil & gas, inc. (the "company"), the company merged with and into callon (the "merger"), with callon surviving the merger. pursuant to the merger agreement, at the effective time of the merger (the "effective time"), each share of company common stock issued and outstanding immediately prior to the effective time owned by the reporting person converted into the right to receive 1.75 shares (the "exchange ratio") of callon common stock, along with cash in lieu of fractional shares. the closing price per share of callon common stock on the new york stock exchange on december 19, 2019, the day prior to the effective time, was $4.72.
f2 pursuant to the merger agreement, at the effective time, each company restricted stock unit relating to company common stock ("company rsu") outstanding as of immediately prior to the effective time was cancelled and converted into the vested right to receive the number of shares of callon common stock equal to the product of (a) the number of shares of company common stock subject to such company rsu as of immediately prior to the effective time, multiplied by (b) the exchange ratio, rounded up to the nearest whole share.
f3 pursuant to the merger agreement, at the effective time, each award of company performance shares representing the right to receive either company common stock or the value thereof ("company performance share award") outstanding as of immediately prior to the effective time was cancelled and converted into the vested right to receive the number of shares of callon common stock equal to the product of (a) the greater of (1) the target number of shares of company common stock subject to such company performance share award as of immediately prior to the effective time and (2) the number of shares of company common stock that were earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ended as of the close of the business on december 19, 2019, multiplied by (b) the exchange ratio, rounded up to the nearest whole share.
f4 pursuant to the merger agreement, at the effective time, each company stock appreciation right relating to company common stock ("company sar") outstanding as of immediately prior to the effective time was cancelled and converted into a stock appreciation right covering shares of callon common stock ("callon sar") with respect to the number of shares of callon common stock equal to the product of (a) the number of shares of company common stock subject to such company sar as of immediately prior to the effective time, multiplied by (b) the exchange ratio, rounded down to the nearest whole share. the exercise price per share of each callon sar is equal to the exercise price per share of the applicable company sar divided by the exchange ratio, rounded up to the nearest whole cent.
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