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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hamm Harold P.O. BOX 268836, 20 N. BROADWAY OKLAHOMA CITY, OK 73126 |
X | X | CEO & Chairman |
/s/ Harold G. Hamm | 09/18/2015 | |
**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) | Mr. Hamm transferred $3.5 billion of Non-Voting Units (the "NVU Transfer") in the Harold Hamm Family LLC (the "LLC") to trusts established for the benefit of family members of Mr. Hamm who are also members of the LLC. The NVU Transfer did not reduce the aggregate number of reported securities held by the LLC. This Form 4 is being filed only to report the reduction in Mr. Hamm's pecuniary interest in the reported securities held by the LLC resulting from the NVU Transfer. Although the NVU Transfer reduced Mr. Hamm's pecuniary interest in the reported securities held by the LLC, it did not reduce his control of the LLC or his control of all of the reported securities held by the LLC. The number of Non-Voting Units transferred by Mr. Hamm and the per unit price at which they were transferred will be determined based on an appraisal, following which this Form 4 will be amended. |
(2) | The amount of securities being transferred in connection with this transaction is not zero. The zero amount is listed to satisfy the technical filing requirements of the EDGAR system. The amount is currently unknown and will be added by amendment when the appraisal described in footnote 1 is complete. |
(3) | The reporting person is the sole manager of the LLC which owns the reported securities. As a result, he has elected to report the total number of reported securities held by the LLC which includes reported securities contributed to the LLC by Mr. Hamm, his family members and trusts established for their benefit. As sole manager, Mr. Hamm has sole voting and dispositive control over all reported securities held by the LLC. However, the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(4) | Includes 201,450 shares of restricted common stock which vest on February 15, 2016; 124,000 shares of restricted common stock which vest on February 15, 2017; and 177,084 shares of restricted common stock which vest on February 15, 2018. |