Sec Form 4 Filing - Gideon Richard A @ ROAN RESOURCES, INC. - 2019-09-29

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
Gideon Richard A
2. Issuer Name and Ticker or Trading Symbol
ROAN RESOURCES, INC. [ ROAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
14701 HERTZ QUAIL SPRINGS PKWY
3. Date of Earliest Transaction (MM/DD/YY)
09/29/2019
(Street)
OKLAHOMA CITY, OK73134
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
Class A common stock 09/29/2019 A 381,679 A $ 0 ( 1 ) 381,679 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 Share Unit ( 2 ) 09/29/2019 A 1,526,718 ( 2 ) ( 2 ) Class A common stock 1,526,718 $ 0 1,526,718 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gideon Richard A
14701 HERTZ QUAIL SPRINGS PKWY
OKLAHOMA CITY, OK73134
X Chief Executive Officer
Signatures
/s/ Richard A. Gideon, by Will Jordan as Attorney-in-fact 10/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock reported are restricted stock units ("RSUs") granted pursuant to the Roan Resources, Inc. Amended and Restated Management Incentive Plan (the "Plan") that each represent a contingent right to receive one share of Class A common stock of the Issuer. The RSUs will vest ratably on each of September 29, 2020, September 29, 2021 and September 29, 2022.
( 2 )Performance Share Units ("PSUs") granted pursuant to the Plan that each represent a contingent right to receive one share of Class A common stock of the Issuer. The PSUs vest based on the Company's achievement of certain stock price hurdles over the three-year performance period ending on September 29, 2022. Depending on the level of achievement, the actual number of PSUs earned could range from 0% to 100% of the PSUs reflected in this row.

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.