Page 9 of 12 – SEC Filing
SCHEDULE 13D A/1
This Amendment No. 1 to Schedule 13D (the “Amendment No. 1“) modifies and supplements the Schedule 13D initially filed on September 29, 2016 (the “Original Statement”, and together with the Amendment No. 1, the “Statement”), with respect to the common stock, $0.01 par value per share (the “Common Stock”) of Penn Virginia Corporation (the “Issuer”). Except to the extent supplemented or amended by the information contained in this Amendment No. 1, the Original Statement remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Original Statement. This is the final amendment to the Statement and constitutes an “exiting filing” for the Reporting Persons.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby supplemented by adding the following:
Since the date of the Original Statement, (i) there was an adjustment to the 412,193 shares expected to be received in connection with the Purchasing Entities’ claims arising under the Notes, as a result of which the Purchasing Entities received 19,948 shares less than expected, and (ii) the Purchasing Entities sold 242,945 shares of Common Stock in open market transactions between November 16, 2017 and November 21, 2017 at an average price of $36.9127 per share.
In addition, Mr. Marc McCarthy as a director of the Issuer was granted 8,343 Restricted Stock Units (“RSUs”) on December 19, 2016 under the Issuer’s 2016 Management Incentive Plan. One-third of the RSUs will vest on December 19, 2017 (the “December 2017 Vesting”), with an additional one-third vesting on each of December 19, 2018 and December 19, 2019, subject to participant’s continuous service with the Issuer through the applicable vesting date. All of the RSUs were assigned to Wexford Capital LP.
The Reporting Persons may from time to time decide to buy or sell more shares of Common Stock depending on prevailing market conditions.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated in its entirety with the following:
The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons (on the basis of 15,007,051 shares of Common Stock outstanding, including 15,004,270 shares of Common Stock issued and outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed with the Commission on November 9, 2017, and 2,781 shares of Common Stock relating to the December 2017 Vesting) are as follows:
| Debello Investors LLC | ||||
| a) | Amount beneficially owned: 197,255 | Percentage: 1.31% | ||
| b) | Number of shares to which the Reporting Person has: | |||
| i. | Sole power to vote or to direct the vote: | 0 | ||
| ii. | Shared power to vote or to direct the vote: | 197,255 | ||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | ||
| iv. | Shared power to dispose or to direct the disposition of: | 197,255 | ||
| Wexford Catalyst Investors LLC | ||||
| a) | Amount beneficially owned: 202,987 | Percentage: 1.35% | ||
| b) | Number of shares to which the Reporting Person has: | |||
| i. | Sole power to vote or to direct the vote: | 0 | ||
| ii. | Shared power to vote or to direct the vote: | 202,987 | ||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | ||
| iv. | Shared power to dispose or to direct the disposition of: | 202,987 | ||
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