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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Corp [ SMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/17/2025 | S(1) | 1,000 | D | $40.11(2) | 246,006 | D | |||
Common Stock | 01/18/2025 | M | 32,755 | A | (3) | 278,761 | D | |||
Common Stock | 01/18/2025 | F | 9,435(4) | D | $41.57 | 269,326 | D | |||
Common Stock | 01/21/2025 | S(1) | 1,000 | D | $42.06(5) | 268,326 | D | |||
Common Stock | 01/22/2025 | S(1) | 1,000 | D | $42.73(6) | 267,326 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Corporation Restricted Stock Units | (3) | 01/18/2025 | M | 32,755 | (7) | (8) | Common Stock | 32,755 | $0 | 295,004(9) | D |
Explanation of Responses: |
1. These Common Stocks were sold in compliance with a qualified selling plan adopted by the reporting person pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. |
2. The price reported in Column 4 is a weighted average price and has been rounded to the nearest cent. These Common Stocks were sold in multiple transactions at prices ranging from $38.48 to $41.95, inclusive. The reporting person undertakes to provide to Summit Midstream Corporation, any security holder of Summit Midstream Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Stocks sold at each separate price within the ranges set forth in footnote 2 to this Form 4. |
3. Each corporation restricted stock unit is the economic equivalent of one common stock. |
4. Common stocks being withheld to pay tax liability. |
5. The price reported in Column 4 is a weighted average price and has been rounded to the nearest cent. These Common Stocks were sold in multiple transactions at prices ranging from $41.33 to $42.61, inclusive. The reporting person undertakes to provide to Summit Midstream Corporation, any security holder of Summit Midstream Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Stocks sold at each separate price within the ranges set forth in footnote 5 to this Form 4. |
6. The price reported in Column 4 is a weighted average price and has been rounded to the nearest cent. These Common Stocks were sold in multiple transactions at prices ranging from $41.54 to $43.89, inclusive. The reporting person undertakes to provide to Summit Midstream Corporation, any security holder of Summit Midstream Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Stocks sold at each separate price within the ranges set forth in footnote 6 to this Form 4. |
7. One-third of the corporation restricted stock units subject to the original award agreement vested on January 18, 2025, with the remaining corporation restricted stock units subject to vesting on the second and third anniversaries of the January 18, 2024 reference date, subject to continued employment. The Reporting Person received distribution equivalent rights ("DERs") for each corporation restricted stock unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the corporation restricted stock units. |
8. The corporation restricted stock units and associated DERs do not expire. The corporation restricted stock units are settled upon vesting in common stocks (on a one-for-one basis) or in cash, at the discretion of the Issuer. |
9. This total includes corporation restricted stock units from other tranches with different vesting dates. |
Remarks: |
/s/ James D. Johnston, Attorney-in-Fact for J. Heath Deneke | 01/22/2025 | |
** 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. |