Sec Form 4 Filing - McFarland Mark Allen @ California Resources Corp - 2023-04-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
McFarland Mark Allen
2. Issuer Name and Ticker or Trading Symbol
California Resources Corp [ CRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1 WORLD TRADE CENTER, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
04/28/2023
(Street)
LONG BEACH, CA90831
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 04/28/2023 A( 1 ) 5,029 A $ 0 315,028 ( 2 ) D
Common Stock 04/28/2023 D( 3 ) 85,253 D $ 0 229,775 D
Common Stock 04/28/2023 M 324,954 A 554,729 D
Common Stock 04/28/2023 F( 5 ) 14,471 D $ 40.5 540,258 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units ( 4 ) 04/28/2023 M 324,954 ( 4 ) ( 4 ) Common Stock 324,954 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McFarland Mark Allen
1 WORLD TRADE CENTER, SUITE 1500
LONG BEACH, CA90831
X
Signatures
/s/ Ulrik Damborg, Attorney-in-Fact for Mark Allen McFarland 05/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. These RSUs will vest on April 28, 2024 and, subject to certain exceptions, will be settled in shares of Common Stock on the date that is six months and one day following the Reporting Person's separation from service.
( 2 )Includes 250 shares acquired under the California Resources Corporation Employee Stock Purchase Plan on March 31, 2023.
( 3 )Represents the forfeiture of RSUs due to the Reporting Persons's voluntary termination on April 28, 2023.
( 4 )Represents vesting of performance share units ("PSUs") originally granted on March 22, 2021, which vested in connection with the Reporting Person's voluntary termination on April 28, 2023. Pursuant to the terms of the PSU award, settlement will occur within 45 days following the end of the initial three-year performance period.
( 5 )Represents shares cancelled for payment of taxes on units vested due to the Reporting Person's voluntary termination on April 28, 2023.

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.