Sec Form 4 Filing - LIBERATORE THOMAS S @ Montage Resources Corp - 2019-02-28

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
LIBERATORE THOMAS S
2. Issuer Name and Ticker or Trading Symbol
Montage Resources Corp [ MR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
2121 OLD GATESBURG ROAD, SUITE 110
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2019
(Street)
STATE COLLEGE, PA16803
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 02/28/2019 M 10,980 ( 1 ) A 58,326 D
Common Stock 02/28/2019 M 16,387 ( 2 ) A 74,713 D
Common Stock 02/28/2019 M 3,853 ( 3 ) A 78,566 D
Common Stock 16,555 I See footnote ( 4 )
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 Unit ( 1 ) 02/28/2019 M 10,980 ( 1 ) ( 1 ) Common Stock 10,980 $ 0 0 D
Performance Stock Unit ( 2 ) 02/28/2019 M 16,387 ( 2 ) ( 2 ) Common Stock 16,387 $ 0 0 D
Performance Stock Unit ( 3 ) 02/28/2019 M 3,853 ( 3 ) ( 3 ) Common Stock 3,853 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIBERATORE THOMAS S
2121 OLD GATESBURG ROAD, SUITE 110
STATE COLLEGE, PA16803
See Remarks
Signatures
/s/ Christopher K. Hulburt, attorney-in-fact 03/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 28, 2019, pursuant to the terms of a Separation and Release Agreement (the "Separation Agreement"), a total of 10,980 unvested performance stock units granted to the Reporting Person on April 22, 2016 became vested and converted into shares of common stock, par value $0.01 per share ("Common Stock"), of Montage Resources Corporation (the "Company") on a one-for-one basis.
( 2 )On February 28, 2019, pursuant to the terms of the Separation Agreement, a total of 16,387 unvested performance stock units granted to the Reporting Person on February 24, 2017 became vested and converted into shares of Common Stock on a one-for-one basis.
( 3 )On February 28, 2019, pursuant to the terms of the Separation Agreement, a total of 3,853 unvested performance stock units granted to the Reporting Person on February 23, 2018 became vested and converted into shares of Common Stock on a one-for-one basis, while the remaining 5,660 unvested performance stock units were forfeited and canceled.
( 4 )Represents shares of Common Stock held by Kirkwood Capital, L.P., which is controlled by the Reporting Person.

Remarks:
- All balances reflect a 15-to-1 reverse stock split of the Common Stock effected on February 28, 2019.- This beneficial ownership report is filed to report that the Reporting Person is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended, with respect to securities of the Company.

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).

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