Vine Energy Form 4 / Brian D Dutton ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dutton Brian D

(Last)

(First)

(Middle)

C/O VINE ENERGY INC.

5800 GRANITE PARKWAY SUITE 550

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VINE ENERGY INC. [ VEI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	11/01/2021		A		12,500⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	$0.00	12,500	D
Class A common stock	11/01/2021		A		12,500⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾	A	$0.00	25,000	D
Class A common stock	11/01/2021		F		6,090⁽⁶⁾	D	$17.01	18,910	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On November 1, 2021, pursuant to the Agreement and Plan of Merger dated as of August 10, 2021 (the "merger agreement"), (i) a wholly owned subsidiary of Chesapeake Energy Corporation ("Chesapeake") merged with and into Vine Energy Inc. ("Vine"), with Vine surviving the merger as a wholly owned subsidiary of Chesapeake (the "first merger" and the surviving entity, the "surviving corporation", the time of such first merger being the "effective time"); and (ii) immediately following the first merger, the surviving corporation merged with and into Hannibal Merger Sub LLC, a wholly owned subsidiary of Chesapeake ("Merger Sub LLC"), with Merger Sub LLC surviving the merger as a wholly owned subsidiary of Chesapeake (the "second merger" and, together with the first merger, the "merger").

2. (Continued from Footnote 1) At the effective time, each outstanding Vine restricted stock unit award that was accelerated by its terms by reason of the merger or as a result of a termination of employment at or immediately after the effective time became fully vested and was converted into the right to receive the merger consideration (net of applicable withholding taxes) in respect of each share of Class A common stock, par value $0.01 per share of Vine ("Vine Class A common stock"), subject to such Vine restricted stock unit award immediately prior to the effective time. At the effective time, each Vine restricted stock unit award that was not accelerated by its terms by reason of the merger was cancelled and converted into a number of Chesapeake restricted stock unit awards.

3. (Continued from Footnote 2) Following the effective time, the Chesapeake restricted stock units become subject to substantially the same terms and conditions that were applicable to Vine restricted stock unit awards immediately prior to the effective time, except that any performance-based vesting condition has been treated as having been attained based on target performance, so that such Chesapeake restricted stock unit award remains solely subject to the time-based vesting requirements in effect for the Vine restricted stock unit awards immediately prior to the effective time.

4. The reporting person received 3,108 shares of common stock, par value $0.01 per share of Chesapeake (the "Chesapeake Common Stock") as merger consideration as a result of 12,500 Vine restricted stock units which fully vested at the effective time by a result of a termination of employment at or immediately after the effective time.

5. The reporting person received 3,108 Chesapeake Common Stock as merger consideration as a result of 12,500 Vine performance stock units which fully vested at the effective time by result of a termination of employment at or immediately after the effective time.

6. Vine withheld 1,514 shares of Chesapeake Common Stock that would have otherwise been issuable to the reporting person to satisfy tax withholding obligations.

Remarks:

Vice President and Chief Accounting Officer

	/s/ Jonathan C. Curth, as Attorney-in-Fact for Brian D. Dutton	11/03/2021
	** Signature of Reporting Person	Date
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.

Vine Energy (VEI) Form 4VINE ENERGY / Brian D Dutton ownership change