Sec Form 4 Filing - DEBOER BRUCE R @ WHITING PETROLEUM CORP - 2020-09-01

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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
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1. Name and Address of Reporting Person
DEBOER BRUCE R
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)
CAO and Secretary
(Last) (First) (Middle)
1700 LINCOLN STREET, SUITE 4700
3. Date of Earliest Transaction (MM/DD/YY)
09/01/2020
(Street)
DENVER, CO80203
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 09/01/2020 D( 1 )( 2 ) 41,263 D 0 D
Common Stock 09/01/2020 A( 1 )( 3 ) 948 A 948 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
Warrants (Right to buy) $ 73.44 09/01/2020 A( 1 )( 4 ) 3,716 ( 4 ) 09/01/2024 Common Stock 3,716 ( 1 ) ( 4 ) 3,716 D
Warrants (Right to buy) $ 83.45 09/01/2020 A( 1 )( 5 ) 1,859 ( 5 ) 09/01/2025 Common Stock 1,859 ( 1 ) ( 5 ) 1,859 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEBOER BRUCE R
1700 LINCOLN STREET, SUITE 4700
DENVER, CO80203
CAO and Secretary
Signatures
Bruce R. DeBoer 09/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 1, 2020, Whiting Petroleum Corporation (the "Issuer") and certain of its subsidiaries (together with the Issuer, the ("Company') commenced voluntary cases under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On August 14, 2020, the Bankruptcy Court entered an order confirming the Joint Chapter 11 Plan of Reorganization of Whiting Petroleum Corporation and its Debtor Affiliates (as amended, modified or supplemented from time to time, the "Plan"). On September 1, 2020 (the "Effective Date), the Plan became effective in accordance with its terms and the Company emerged from chapter 11.
( 2 )On the Effective Date, all outstanding shares of the Issuer's common stock ("Old Common Stock"), unexercised options to purchase such Old Common Stock and all unvested restricted stock units and performance shares with respect to such Old Common Stock were cancelled and extinguished in accordance with the Plan approved by the Bankruptcy Court. The Reporting Person Owned 732 unexercised stock options, 21,749 previously reported unvested restricted stock units and 7,956 unvested performance shares.
( 3 )On the Effective Date, new shares of the Issuer's common stock ("New Common Stock") were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.0133557960 of a share of New Common Stock for each share of Old Common Stock. The receipt of shares of New Common Stock was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court.
( 4 )On the Effective Date, the Reporting Person also received Series A Warrants to purchase shares of New Common Stock in exchange for Old Common Stock held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.0523756707 of a Series A Warrant for each share of Old Common Stock. The Series A Warrants are exercisable for one share of New Common Stock from the date of issuance until 5:00 p.m., New York time, on the expiration date. The receipt of Series A Warrants was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court.
( 5 )On the Effective Date, the Reporting Person also received Series B Warrants to purchase shares of New Common Stock in exchange for Old Common Stock held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.0261878353 of a Series B Warrant for each share of Old Common Stock. The Series B Warrants are exercisable for one share of New Common Stock from the date of issuance until 5:00 p.m., New York time, on the expiration date. The receipt of Series B Warrants was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court.

Remarks:
The Reporting Person voluntarily agreed to forfeit for no value 163,404 previously reported restricted stock units. This forfeiture was exempt from reporting and short-swing profit liability pursuant to Rules 16a-4(d) and 16b-6(d) under the Securities Exchange Act of 1934.

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