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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 | ||||||||
Employee Stock Option (right to buy) | $ 4.97 | 10/22/2009 | D | 37,500 | 01/05/2002 | 06/20/2011 | Common Stock | 37,500 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 20.91 | 10/22/2009 | D | 80,000 | 06/12/2009 | 06/12/2018 | Common Stock | 80,000 | (3) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 2 | 10/22/2009 | D | 104,000 | 05/20/2010 | 05/20/2019 | Common Stock | 104,000 | $ 1.15 (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OLDHAM LARRY 1004 N. BIG SPRING, SUITE 400 MIDLAND, TX 79701 |
X | CEO and President |
/s/ Larry C. Oldham | 10/23/2009 | |
**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) | Such shares were held by Oldham Properties, Ltd., a limited partnership. The general partner of Oldham Properties, Ltd. is Oldham, LLC, a limited liability company solely owned by the reporting person's spouse. The reporting person's spouse and two children are the sole limited partners. The reporting person disclaims beneficial ownership of the issuer's common stock that were held by his spouse through Oldham Properties, Ltd., except to the extent of his pecuniary interest therein. |
(2) | In connection with the transactions contemplated by an Agreement and Plan of Merger, dated as of September 15, 2009, by and among Parallel Petroleum Corporation, PLLL Acquisition Co. and PLLL Holdings, LLC, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of October 13, 2009 (the "Merger"), this option was canceled in exchange for a lump sum cash payment equal to $10.00. |
(3) | In accordance with the terms of the Merger, this option was canceled without any cash or other consideration being paid to Mr. Oldham. |
(4) | In accordance with the terms of the Merger, this option, which provided for vesting in four equal annual installments beginning May 20, 2010, was canceled in exchange for a cash payment of $119,600, representing the difference between the exercise price of the option and the offer price of $3.15, multiplied by the aggregate number of shares into which the option was exercisable. |