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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 | ||||||||
Phantom Stock Units | $ 0 (1) | 09/16/2016 | D | 59,616.8959 | (2) | (2) | Phantom Stock Units (3) | 59,616.8959 | $ 25 | 0 | D | ||||
Phantom Stock Units | (1) | 09/16/2016 | D | 58,814.2669 | (2) | (2) | Phantom Stock Units (4) | 58,814.2669 | $ 25 | 0 | D | ||||
Restricted Stock Unit | (5) | 09/16/2016 | D | 13,175.521 | (6) | (6) | Common Stock | 13,175.521 | $ 25 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WILLIAMSON BRUCE A 333 SOUTH STATE STREET SALT LAKE CITY, UT 84145 |
X |
Julie A. Wray, Attorney in Fact | 09/19/2016 | |
**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 phantom stock unit is the economic equivalent of one share of common stock. The shares of phantom stock become payable at the election of the reporting person, upon the reporting person's termination of service as a director. |
(2) | Phantom Stock Units were to be settled in shares of Questar common stock following the reporting person's termination of employment with Questar, but each Phantom Stock Unit is being settled in connection with the Merger for an amount equal to the Merger consideration of $25 per share. |
(3) | I have been granted restricted phantom stock under Questar's Long-term Stock Incentive Plan. Such units are credited with dividends. |
(4) | I defer my director's fees, and such fees are accounted for in phantom stock units that are credited with dividends. |
(5) | Each deferred restricted stock unit represents a contingent right to receive one share of common stock. |
(6) | Restricted Stock Units were to be settled in shares of Questar common stock following the reporting person's termination of employment with Questar, but each Restricted Stock Unit is being settled in connection with the Merger for an amount equal to the Merger consideration of $25 per share. |