Form 4 for MGY Magnolia Oil & Gas Corp
Accepted 2023-02-15 00:00:00 ET · period of report 2023-02-13 · accession 0001415889-23-002596 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-02-15 | 2023-02-13 | MGY | Yang Timothy D. | EVP - GC, SEC | M - OptEx | — | +77.8K | 654.0K | +14% | — |
| D | 2023-02-15 | 2023-02-13 | MGY | Yang Timothy D. | EVP - GC, SEC | A - Grant | $0.00 | +35.3K | 665.0K | +6% | $0 |
| D | 2023-02-15 | 2023-02-13 | MGY | Yang Timothy D. | EVP - GC, SEC | F - Tax | $23.07 | -24.3K | 629.7K | -4% | -$561.4K |
| D | 2023-02-15 | 2023-02-13 | MGY | Yang Timothy D. | EVP - GC, SEC | A - Grant | $0.00 | +35.3K | 35.3K | New | $0 |
| D | 2023-02-15 | 2023-02-13 | MGY | Yang Timothy D. | EVP - GC, SEC | M - OptEx | $0.00 | -77.8K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-02-13 | M | A | 77,796 | — | 654,030 | D | — | — | (F1) Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Yang's Form 4 filed on February 27, 2020 (the "Prior Form 4"). Each PSU, to the extent earned, represented a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"), and the officer could earn between 0% and 150% of the target number of PSUs reported on the Prior Form 4, based on the Company's relative total shareholder return performance for the specified period and subject to the officer's continued employment through the date of settlement of the PSUs. On February 13, 2023, the Compensation Committee certified that the Company's relative total shareholder return performance resulted in the officer earning 104.66% of the target number of PSUs. |
| 2 | Common | Class A Common Stock | 2023-02-13 | A | A | 35,264 | $0.00 | 664,958 | D | — | — | (F2) Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Company. The RSUs will vest in three substantially equal installments on March 1, 2024, 2025, and 2026, subject to the officer's continued employment through the applicable vesting date. |
| 3 | Common | Class A Common Stock | 2023-02-13 | F | D | 24,336 | $23.07 | 629,694 | D | — | — | |
| 4 | Derivative | Performance Share Units | 2023-02-13 | A | A | 35,264 | $0.00 | 35,264 | D | — · — to — | 35,264 Class A Common Stock | (F3) Reflects performance share units ("PSUs") granted under the Plan. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2023 and ending December 31, 2025, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period). |
| 5 | Derivative | Performance Share Units | 2023-02-13 | M | D | 77,796 | $0.00 | 0 | D | — · — to — | 77,796 Class A Common Stock | (F1) Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Yang's Form 4 filed on February 27, 2020 (the "Prior Form 4"). Each PSU, to the extent earned, represented a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"), and the officer could earn between 0% and 150% of the target number of PSUs reported on the Prior Form 4, based on the Company's relative total shareholder return performance for the specified period and subject to the officer's continued employment through the date of settlement of the PSUs. On February 13, 2023, the Compensation Committee certified that the Company's relative total shareholder return performance resulted in the officer earning 104.66% of the target number of PSUs. |