Form Type: 4

SEC EDGAR Link
Accession Number:0000945764-23-000148
Date:2023-11-02
Issuer: DENBURY INC (DEN)
Original Submission Date:

Reporting Person:

SHEPPARD DAVID E
5851 LEGACY CIRCLE
SUITE 1200 PLANO, TX 75024

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2023-11-02 A 17,732 a $0.00 166,388 direct
COMMON STOCK 2023-11-02 F 62,147 d $88.66 104,241 direct
COMMON STOCK 2023-11-02 D 104,241 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 on november 2, 2023, pursuant to the agreement and plan of merger, dated july 13, 2023, (as amended from time to time, the "merger agreement"), by and among denbury inc. ("denbury"), exxon mobil corporation ("exxonmobil") and empf corporation, a wholly owned subsidiary of exxonmobil ("merger sub"), exxonmobil acquired denbury in an all-stock transaction through the merger of merger sub with and into denbury (the "merger"), with denbury surviving the merger as a wholly owned subsidiary of exxonmobil. effective as of the effective time of the merger (the "effective time"), each share of denbury common stock, par value $0.001 per share ("denbury common stock") was converted into the right to receive 0.840 of a share of exxonmobil common stock, without par value (such consideration, the "merger consideration").
f2 represents shares of denbury common stock related to the vesting and settlement of outstanding performance stock units ("denbury psus") in connection with the consummation of the merger. pursuant to the merger agreement, effective as of the effective time and in connection with the consummation of the merger, each outstanding denbury psu subject to achievement of performance goals based on relative total stockholder return vested at actual performance levels and was canceled and converted into the right to receive the merger consideration in accordance with the merger agreement in respect of the total number of shares of denbury common stock subject to such denbury psu.
f3 represents shares of denbury common stock withheld to satisfy the reporting person's tax liability in connection with the vesting and settlement of all outstanding equity awards held at the time of the merger. certain of the equity awards to which this withholding relates were reported in table i in previous form 4 filings for the reporting person.
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