Sean C Woolverton Form 4 SILVERBOW RESOURCES / SEAN C WOOLVERTON 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^*

WOOLVERTON SEAN C

(Last)

(First)

(Middle)

920 MEMORIAL CITY WAY, STE. 850

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SILVERBOW RESOURCES, INC. [ SBOW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2024

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)
SilverBow Resources, Inc. Common Stock	07/30/2024		D⁽¹⁾⁽²⁾		413,876⁽¹⁾⁽²⁾⁽³⁾	D	⁽¹⁾⁽²⁾	0	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)
Stock Option 03/01/2017	$29.21	07/30/2024		D			87,081	03/01/2020	03/01/2027	SilverBow Resources, Inc. Common Stock	87,081	⁽⁴⁾	0	D
Performance Based Restricted Stock Units 2/23/2022	$36.82	07/30/2024		D			68,452	⁽⁵⁾⁽⁶⁾	12/31/2024	SilverBow Resources, Inc. Common Stock	68,452	⁽⁵⁾⁽⁶⁾	0	D
Performance Based Restricted Stock Units 2/22/2023	$36.82	07/30/2024		D			65,000	⁽⁵⁾⁽⁶⁾	12/31/2025	SilverBow Resources, Inc. Common Stock	65,000	⁽⁵⁾⁽⁶⁾	0	D
Performance Based Restricted Stock Units 2/21/2024	$36.82	07/30/2024		D			70,105	⁽⁵⁾⁽⁶⁾	12/31/2026	SilverBow Resources, Inc. Common Stock	70,105	⁽⁵⁾⁽⁶⁾	0	D

Explanation of Responses:

1. As of the effective time of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement," and the transactions contemplated thereby, the "Merger") entered into on May 15, 2024, by and among the Issuer, Crescent Energy Company ("Parent"), Artemis Acquisition Holdings, Inc., Artemis Merger Sub Inc. and Artemis Merger Sub II LLC, each share of the Issuer's common stock, par value $0.01 per share ("Issuer Common Stock"), held by the Reporting Person as of immediately prior to the effective time of the Merger, was converted into the right to receive, pursuant to an election made by the Reporting Person (subject to possible adjustment pursuant to the terms and conditions set forth in the Merger Agreement and with cash paid in lieu of fractional shares), one of the following forms of consideration:

2. cont'd from Footnote 1: (i) a combination of 1.866 shares of Parent's Class A common stock, par value $0.0001 per share ("Parent Class A Common Stock"), and $15.31 in cash (the "Mixed Consideration"), (ii) $38.00 in cash (the "Cash Election Consideration"), (iii) 3.125 shares of Parent Class A Common Stock (the "Stock Election Consideration"), or (iv) in the event of the Reporting Person's failure to timely deliver an election, the Stock Election Consideration.

3. This amount includes 73,370 shares of Issuer Common Stock subject to awards of time-vesting restricted stock units ("RSUs") held by the Reporting Person as of immediately prior to the effective time of the Merger that, pursuant to the Merger Agreement and as of the effective time of the Merger, were converted into the right to receive (i) a cash payment equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the RSU as of immediately prior to the effective time of the Merger, multiplied by (B) the Cash Election Consideration and (ii) a number of shares of Parent Class A Common Stock equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the RSU as of immediately prior to the effective time of the Merger, multiplied by (B) the Stock Election Consideration.

4. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding award of options to purchase shares of Common Stock held by the Reporting Person as of immediately prior to the effective time of the Merger became fully vested and was cancelled and converted into the right to receive a cash payment equal to (i) the number of shares of Issuer Common Stock subject to each such option as of immediately prior to the effective time of the Merger, multiplied by (ii) the difference between the Cash Election Consideration and the exercise price per share of the Issuer Common Stock subject to such option.

5. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding award of performance-vesting restricted stock units ("PSUs") held by the Reporting Person as of immediately prior to the effective time of the Merger became fully vested and was cancelled and converted into the right to receive (i) a cash payment equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the PSU as of immediately prior to the effective time of the Merger (assuming that all performance-based vesting conditions applicable to such PSU were achieved at the maximum level of performance), multiplied by (B) the Cash Election Consideration and

6. cont'd from Footnote 5: (ii) a number of shares of Parent Class A Common Stock equal to the product of (A) 50% of the number of shares of Issuer Common Stock subject to the PSU as of immediately prior to the effective time of the Merger (assuming that all performance-based vesting conditions applicable to such PSU were achieved at the maximum level of performance), multiplied by (B) the Stock Election Consideration.

Remarks:

	/s/ Anne E. Foley, POA for Sean C. Woolverton	07/30/2024
	** 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).
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Sean C Woolverton Form 4SILVERBOW RESOURCES / SEAN C WOOLVERTON ownership change