SEC FORM 4

SEC FORM 4 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^*

LOHOEFENER SIRIKKA R

(Last)

(First)

(Middle)

1700 LINCOLN STREET

SUITE 4700

(Street)

DENVER

80203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHITING PETROLEUM CORP [ WLL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Former VP and Controller

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2022

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)
Common Stock, par value $0.001 per share ("Common Stock")	07/01/2022		D		1,692⁽¹⁾⁽²⁾	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)
Restricted Stock Units 2021	⁽¹⁾⁽²⁾	07/01/2022		D			3,399	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,399	⁽¹⁾⁽²⁾	0	D
Performance Share Units (Absolute) 2021	⁽³⁾	07/01/2022		D			2,547	⁽³⁾	⁽³⁾	Common Stock	2,547	⁽³⁾	0	D
Performance Share Units (Relative) 2021	⁽³⁾	07/01/2022		D			2,547	⁽³⁾	⁽³⁾	Common Stock	2,547	⁽³⁾	0	D
Restricted Stock Units 2022	⁽¹⁾⁽²⁾	07/01/2022		D			2,392	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	2,392	⁽¹⁾⁽²⁾	0	D
Performance Share Units (Absolute) 2022	⁽³⁾	07/01/2022		D			1,196	⁽³⁾	⁽³⁾	Common Stock	1,196	⁽³⁾	0	D
Performance Share Units (Relative) 2022	⁽³⁾	07/01/2022		D			1,196	⁽³⁾	⁽³⁾	Common Stock	1,196	⁽³⁾	0	D
Warrants to Purchase Shares of Common Stock	⁽⁴⁾	07/01/2022		D			1,567	⁽⁴⁾	⁽⁴⁾	Common Stock	1,567	⁽⁴⁾	0	D
2022 Special RSU Grant	⁽¹⁾⁽²⁾	07/01/2022		D			4,000	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	4,000	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger, dated March 7, 2022 (as it may be amended or supplemented from time to time, the "Merger Agreement"), by and among Oasis Petroleum Inc., a Delaware corporation ("Oasis"), Ohm Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Oasis ("Merger Sub"), New Ohm LLC, a Delaware limited liability company and a wholly owned subsidiary of Oasis, and Whiting Petroleum Corporation, a Delaware corporation ("Whiting"). Pursuant to the Merger Agreement, on July 1, 2022 (the "Company Merger Effective Time"), Merger Sub merged with and into Whiting (the "Company Merger"), with Whiting continuing its existence as the surviving corporation following the Company Merger as a direct, wholly owned subsidiary of Oasis.

2. Pursuant to the Merger Agreement, any outstanding unvested restricted stock unit ("RSUs") were assumed by Oasis and converted into the right to receive an RSU of Oasis exchangeable for shares of common stock, par value $0.01 per share ("Oasis Common Stock"), of Oasis. The Merger Agreement was filed by Whiting on March 7, 2022, as Exhibit 2.1 to its Current Report on Form 8-K.

3. Pursuant to the Merger Agreement, at the Company Merger Effective Time, the performance vesting conditions of each performance stock unit ("PSU") award of Whiting were deemed satisfied based on the greater of (1) the target number of PSUs and (2) achievement of the applicable performance criteria based on a truncated performance period ending immediately prior to the Company Merger Effective Time, with such number of PSUs assumed by Oasis and converted into a right to receive the Merger Consideration upon satisfaction of the original continued service vesting conditions applicable to such PSUs. Based on this performance criteria Whiting expects the PSUs (Absolute) to vest at 200%.

4. Pursuant to the terms of the Merger Agreement, each of the Reporting Person's outstanding warrants to purchase shares of Common Stock ("Warrants") was assumed by Oasis at the Company Merger Effective Time on nearly equivalent terms and conditions, (i) except that the number of shares of Oasis Common Stock subject to such Warrant was adjusted by the exchange ratio and (ii) the exercise price of such Warrant was reduced by the cash consideration and adjusted by the exchange ratio.

Remarks:

By virtue of the Merger Agreement, the Reporting Person has ceased being a Section 16 officer of Whiting.

	/s /M. Scott Regan, Attorney-in-Fact for Lohoefener Sirikka R	07/05/2022
	** 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).
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SEC Form 4: Lohoefener Sirikka R returned 1,692 shares to the company, closing all direct ownership in the company