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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 | ||||||||
| Stock Option (Right to buy) | $ 4.1 | 05/25/2016(3) | A | 310,111 | 02/19/2017(3) | 02/19/2026 | Common Stock | 310,111 | $ 0 (3) | 310,111 | D | ||||
| Performance Units | (4) | 05/25/2016(4) | A | 388,817 | 12/31/2018 | (4) | Common Stock | 388,817 | $ 0 | 388,817 | D | ||||
| Stock Option (Right to buy) | $ 11.93 | 02/27/2016(5) | 02/27/2025 | Common Stock | 167,904 | 167,904 | D | ||||||||
| Performance Units | (6) | 12/31/2017 | (6) | Common Stock | 160,159 | 160,159 | D | ||||||||
| Stock Option (Right to buy) | $ 25.6 | 02/27/2015(5) | 02/27/2024 | Common Stock | 96,040 | 96,040 | D | ||||||||
| Performance Units | (7) | 12/31/2016 | (7) | Common Stock | 77,620 | 77,620 | D | ||||||||
| Stock Option (Right to buy) | $ 17.34 | 02/15/2014(5) | 02/15/2023 | Common Stock | 128,709 | 128,709 | D | ||||||||
| Stock Option (Right to buy) | $ 24.11 | 02/03/2013(5) | 02/03/2022 | Common Stock | 62,868 | 62,868 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Foutch Randy A 15 W. SIXTH STREET, SUITE 900 TULSA, OK 74119 |
X | Chairman & CEO | ||
| /s/ Kenneth E. Dornblaser as attorney-in-fact for Randy A. Foutch | 05/27/2016 | |
| **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) | On February 19, 2016, the compensation committee of the Issuer's board of directors approved this grant to the Reporting Person, subject to and contingent upon approval by the Issuer's stockholders of an amendment to the Omnibus Equity Incentive Plan at the Issuer's 2016 annual meeting of stockholders to, among other things, increase the number of shares authorized for issuance thereunder. On May 25, 2016, the Issuer's stockholders approved such amendment. These restricted shares are granted under the Issuer's Omnibus Equity Incentive Plan and will vest in three equal annual installments on February 19, 2017, February 19, 2018 and February 19, 2019. |
| (2) | By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Foutch may be deemed to be a beneficial owner of the 380,148 shares of common stock of the Issuer held by the Foutch Family Trusts, the 500 shares of common stock of the Issuer held by his daughter and the 450,928 shares of common stock held by Lariat Ranch LLC. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. Foutch herein states that this Form 4 shall not be deemed an admission that he is the beneficial owner of such shares of common stock. Mr. Foutch disclaims beneficial ownership of the common stock of the Issuer, except to the extent that he has a pecuniary interest in such shares of common stock. |
| (3) | On February 19, 2016, the compensation committee of the Issuer's board of directors approved this grant to the Reporting Person, subject to and contingent upon approval by the Issuer's stockholders of an amendment to the Omnibus Equity Incentive Plan at the Issuer's 2016 annual meeting of stockholders to, among other things, increase the number of shares authorized for issuance thereunder. On May 25, 2016, the Issuer's stockholders approved such amendment. This stock option is granted under the Issuer's Omnibus Equity Incentive Plan and is exercisable as to 25% on each of February 19, 2017, February 19, 2018, February 19, 2019 and February 19, 2020. |
| (4) | On February 19, 2016, the compensation committee of the Issuer's board of directors approved this grant to the Reporting Person, subject to and contingent upon approval by the Issuer's stockholders of an amendment to the Omnibus Equity Incentive Plan at the Issuer's 2016 annual meeting of stockholders to, among other things, increase the number of shares authorized for issuance thereunder. On May 25, 2016, the Issuer's stockholders approved such amendment. These performance share units are granted under the Issuer's Omnibus Equity Incentive Plan. Each performance share unit represents a share of common stock. The performance share units will be payable, if at all, in common stock, based upon the Issuer's total shareholders return measured against an industry peer group, over a three year performance period ending December 31, 2018. The final number of shares of common stock granted can range from 0% to 200% of the performance share units. |
| (5) | This stock option was granted under the Issuer's Omnibus Equity Incentive Plan and is exercisable as to 25% on each of the first four anniversaries of the date of the grant. |
| (6) | These performance share units are granted under the Issuer's Omnibus Equity Incentive Plan. Each performance share unit represents a share of common stock. The performance share units will be payable, if at all, in common stock, based upon the Issuer's total shareholders return measured against an industry peer group, over a three year performance period ending December 31, 2017. The final number of shares of common stock granted can range from 0% to 200% of the performance share units. |
| (7) | These performance share units are granted under the Issuer's Omnibus Equity Incentive Plan. Each performance share unit represents a share of common stock. The performance share units will be payable, if at all, in common stock, based upon the Issuer's total shareholders return measured against an industry peer group, over a three year performance period ending December 31, 2016. The final number of shares of common stock granted can range from 0% to 200% of the performance share units. |