Sec Form 4 Filing - Lou Michael H @ Chord Energy Corp - 2022-07-01

Insider filing report for Changes in Beneficial Ownership
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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
Lou Michael H
2. Issuer Name and Ticker or Trading Symbol
Chord Energy Corp [ CHRD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
1001 FANNIN ST, STE 1500
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2022
(Street)
HOUSTON, TX77002
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 07/01/2022 M( 1 )( 2 )( 3 ) 43,728 A 68,595( 4 ) D
Common Stock 07/01/2022 A( 5 ) 125,018 A 193,613 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 Units ( 1 )( 2 ) 07/01/2022 M 21,864 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 21,864 ( 1 )( 2 ) 21,864 D
Performance Share Units ( 3 ) 07/01/2022 M 21,864 ( 3 ) ( 3 ) Common Stock 21,864 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lou Michael H
1001 FANNIN ST, STE 1500
HOUSTON, TX77002
See Remarks
Signatures
/s/ M. Scott Regan, Attorney-in-Fact for Michael H. Lou 07/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As a result of the merger (the "Merger") between Oasis Petroleum Inc. ("Oasis") and Whiting Petroleum Corporation ("Whiting") contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2022, by and among Oasis, Ohm Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Oasis, New Ohm LLC, a Delaware limited liability company and a wholly owned subsidiary of Oasis, and Whiting (the "Merger Agreement"), the performance period associated with the Performance Share Units granted to the Reporting Person under Oasis 2020 Long Term Incentive Plan (the "Plan") that were originally subject to a total shareholder return performance goal over a three-year measurement period ended and the Reporting Person earned 65,592 Performance Share Units (which represent 300% of the target number of Performance Share Units (21,864) originally reported by the Reporting Person on a prior Form 4),
( 2 )(Continued from Footnote 1) or an additional 43,728 Performance Share Units, which earned Performance Share Units shall remain subject to time-based vesting through the end of the original measurement period. Following the closing of the Merger, the Issuer changed its name to "Chord Energy Corporation."
( 3 )As a result of the Merger, the performance period associated with the Performance Share Units granted to the Reporting Person under the Plan that were originally subject to a total shareholder return performance goal over a four-year measurement period ended and the Reporting Person earned 65,592 Performance Share Units (which represent 300% of the target number of Performance Share Units (21,864) originally reported by the Reporting Person on a prior Form 4), or an additional 43,728 Performance Share Units, which earned Performance Share Units shall remain subject to time-based vesting through the end of the original measurement period.
( 4 )Includes 24,867 shares of the Issuer's common stock, par value $0.01 per share, subject to a previously granted restricted stock unit award, which remain subject to the same time-based vesting schedule.
( 5 )As a result of the Merger, the performance period associated with the Performance Share Units granted to the Reporting Person under the Plan that were originally subject to a relative total shareholder return performance goal based on the Issuer's performance as compared to a predefined peer group or the Russell 2000 constituent companies, as applicable, over a three- or four-year measurement period, as applicable, ended and the Reporting Person earned a total of 37,562 Performance Share Units, which earned Performance Share Units shall remain subject to time-based vesting through the end of the original measurement period. The amount reported in this row includes the 37,562 Performance Share Units described in this Note 5, as well as the additional 43,728 Performance Share Units described in Note 1 and the additional 43,728 Performance Share Units described in Note 3.

Remarks:
Exhibit List: Exhibit 24 - Power of AttorneyExecutive Vice President & Chief Financial Officer

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