Sec Form 4 Filing - HELMERICH HANS @ Coterra Energy Inc. - 2021-10-01

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
HELMERICH HANS
2. Issuer Name and Ticker or Trading Symbol
Coterra Energy Inc. [ CTRA]
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)
840 GESSNER ROAD, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2021
(Street)
HOUSTON, TX77024
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 10/01/2021 A 230,756 A 230,756 I Trustee, 1993 Hans Helmerich Trust
Common Stock 10/01/2021 A 45,968 A 45,968 ( 3 ) I By Wife
Common Stock 10/01/2021 A 44,410 A 44,410 I Co-Manager of Helmerich Grandchildren LLC
Common Stock 10/01/2021 A 31,575 A 31,575 I Trustee of Family Trust
Common Stock 10/01/2021 A 146,252 A 146,252 I Co-Trustee of The Helmerich Trust (fka Co-Trustee of The Helmerich Foundation)
Common Stock 10/01/2021 A 1,304,745 A 1,304,745 I Peggy Helmerich QTIP Trust (fka Trustee of Estate of W.H. Helmerich III)
Common Stock 10/01/2021 A 40,146 A 40,146 I Saddleridge, LLC
Common Stock 10/01/2021 A 55,201 A 55,201 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HELMERICH HANS
840 GESSNER ROAD, SUITE 1400
HOUSTON, TX77024
X
Signatures
/s/ Deidre L. Shearer and Francis B. Barron, Attorneys-in-Fact for Hans Helmerich 10/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 57,479 shares of Cimarex Energy Co. common stock. This exchange was completed in connection with the merger of Cimarex Energy Co. ("Cimarex") with Double C Merger Sub, a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Coterra Energy Inc. ("Coterra," formerly known as Cabot Oil & Gas Corporation) (such merger, the "Merger"). Pursuant to the Agreement and Plan of Merger, dated as of May 23, 2021 by and among Coterra, Merger Sub and Cimarex (as amended on June 29, 2021, the "Merger Agreement"), subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock.
( 2 )Received in exchange for 11,450 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock.
( 3 )Mr. Helmerich disclaims beneficial ownership of these shares.
( 4 )Received in exchange for 11,062 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock.
( 5 )Received in exchange for 7,865 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock.
( 6 )Received in exchange for 36,430 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock.
( 7 )Received in exchange for 325,000 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock.
( 8 )Received in exchange for 10,000 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock were converted into the right to receive 4.0146 shares of Coterra common stock.
( 9 )Received in exchange for 13,750 shares of Cimarex common stock. This exchange was completed in connection with the Merger pursuant to the Merger Agreement, pursuant to which, subject to certain exceptions, outstanding shares of Cimarex common stock (including shares that were previously held by the reporting person pursuant to an equity-based award that became fully vested in connection with the Merger) were converted into the right to receive 4.0146 shares of Coterra common stock.

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