SEC Form 4: Henderson James P returned 38,325 shares to the company, converted options into 6,160 shares and covered exercise/tax liability with 2,689 shares, closing all direct ownership in the company

7/5/22 4:20:59 PM ET

$WLL

Oil & Gas Production

Energy

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Henderson James P

(Last)

(First)

(Middle)

1700 LINCOLN STREET

SUITE 4700

(Street)

DENVER

80203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHITING PETROLEUM CORP [ WLL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Former EVP Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share ("Common Stock")	07/01/2022		M⁽¹⁾⁽²⁾		6,160	A	⁽¹⁾⁽²⁾	41,014	D
Common Stock	07/01/2022		F		2,689⁽³⁾	D	$68.03	38,325	D
Common Stock	07/01/2022		D		38,325⁽⁴⁾	D	⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units 2020	⁽¹⁾⁽²⁾	07/01/2022		D			6,160	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	6,160	⁽¹⁾⁽²⁾	0	D
Restricted Stock Units - Extended Vesting 2021	⁽¹⁾⁽²⁾	07/01/2022		D			32,069	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	32,069	⁽¹⁾⁽²⁾	0	D
Restricted Stock Units 2021	⁽¹⁾⁽²⁾	07/01/2022		D			16,315	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	16,315	⁽¹⁾⁽²⁾	0	D
Performance Share Units (Absolute) 2021	⁽⁵⁾	07/01/2022		D			18,354	⁽⁵⁾	⁽⁵⁾	Common Stock	18,354	⁽⁵⁾	0	D
Performance Share Units (Relative) 2021	⁽⁵⁾	07/01/2022		D			18,354	⁽⁵⁾	⁽⁵⁾	Common Stock	18,354	⁽⁵⁾	0	D
Restricted Stock Units 2022	⁽¹⁾⁽²⁾	07/01/2022		D			8,204	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	8,204	⁽¹⁾⁽²⁾	0	D
Performance Share Units (Absolute) 2022	⁽⁵⁾	07/01/2022		D			6,152	⁽⁵⁾	⁽⁵⁾	Common Stock	6,152	⁽⁵⁾	0	D
Performance Share Units (Relative) 2022	⁽⁵⁾	07/01/2022		D			6,152	⁽⁵⁾	⁽⁵⁾	Common Stock	6,152	⁽⁵⁾	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger, dated March 7, 2022 (as it may be amended or supplemented from time to time, the "Merger Agreement"), by and among Oasis Petroleum Inc., a Delaware corporation ("Oasis"), Ohm Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Oasis ("Merger Sub"), New Ohm LLC, a Delaware limited liability company and a wholly owned subsidiary of Oasis, and Whiting Petroleum Corporation, a Delaware corporation ("Whiting"). Pursuant to the Merger Agreement, on July 1, 2022 (the "Company Merger Effective Time"), Merger Sub merged with and into Whiting (the "Company Merger"), with Whiting continuing its existence as the surviving corporation following the Company Merger as a direct, wholly owned subsidiary of Oasis.

2. A percentage of the remaining restricted stock unit ("RSU") award granted to the Reporting Person in September 2020 vested immediately prior to the Company Merger Effective Time for shares of Common Stock. Pursuant to the Merger Agreement, any remaining unvested RSUs were assumed by Oasis and converted into the right to receive an RSU of Oasis. The Merger Agreement was filed by Whiting on March 7, 2022, as Exhibit 2.1 to its Current Report on Form 8-K.

3. The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of the RSUs. No shares were sold.

4. Pursuant to the Merger Agreement, each share of Common Stock beneficially owned by the Reporting Person at the Company Merger Effective Time was exchanged for the right to receive 0.5774 shares of common stock, par value $0.01 per share, of Oasis and $6.25 in cash (together, the "Merger Consideration").

5. Pursuant to the Merger Agreement, at the Company Merger Effective Time, the performance vesting conditions of each performance stock unit ("PSU") award of Whiting were deemed satisfied based on the greater of (1) the target number of PSUs and (2) achievement of the applicable performance criteria based on a truncated performance period ending immediately prior to the Company Merger Effective Time, with such number of PSUs assumed by Oasis and converted into a right to receive the Merger Consideration upon satisfaction of the original continued service vesting conditions applicable to such PSUs. Based on this performance criteria Whiting expects the PSUs (Absolute) to vest at 200%.

Remarks:

By virtue of the Merger Agreement, the Reporting Person has ceased being a Section 16 officer of Whiting.

	/s /M. Scott Regan, Attorney-in-Fact for Henderson James P	07/05/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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Date	Price Target	Rating	Analyst
3/10/2022	$78.00 → $87.00	Neutral	Piper Sandler
3/8/2022	$86.00 → $95.00	Overweight	Keybanc
1/20/2022	$80.00 → $86.00	Overweight	Keybanc
1/13/2022	$76.00 → $80.00	Overweight	Keybanc
1/5/2022	$78.00	Overweight → Equal-Weight	Wells Fargo
12/8/2021	$80.00 → $85.00	Outperform	Cowen & Co.
11/10/2021	$74.00 → $76.00	Overweight	Keybanc
10/19/2021	$67.00 → $74.00	Overweight	Keybanc

SEC Form 4: Henderson James P returned 38,325 shares to the company, converted options into 6,160 shares and covered exercise/tax liability with 2,689 shares, closing all direct ownership in the company

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Recent Analyst Ratings for
$WLL

SEC Form 4: Henderson James P returned 38,325 shares to the company, converted options into 6,160 shares and covered exercise/tax liability with 2,689 shares, closing all direct ownership in the company

Chat with this insight

Recent Analyst Ratings for $WLL

Recent Analyst Ratings for
$WLL