QEP Resources, Inc.

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SEC Filings

PRE 14A
QEP RESOURCES, INC. filed this Form PRE 14A on 03/09/2018
Entire Document
 

2020, $450,000 of the Senior Notes due 2021 and $20,000 of the Senior Notes due 2022. During 2017, we paid Mr. Doleshek and his spouse interest on senior notes held by both of them totaling $229,022.

Mr. Doleshek reported his intent to participate in the Tender Offer to the Company's Corporate Secretary prior to tendering his senior notes in the Tender Offer. Our Audit Committee reviewed the original purchases of the senior notes by Mr. Doleshek and his spouse, the payment of interest on senior notes held by Mr. Doleshek and his spouse, the tender by Mr. Doleshek of portions of his 6.8% Senior Notes due 2020 and his 6.875% Senior Notes due 2021, and the redemption of his 6.8% Senior Notes due 2018. The Audit Committee determined that these transactions did not conflict with the best interests of the Company or conflict with our Code of Conduct.
SECURITY OWNERSHIP

The information provided below summarizes the beneficial ownership of our common stock by our named executive officers, each of our directors, all of our executive officers and directors as a group, and persons owning more than 5% of our common stock. "Beneficial ownership" generally includes those shares of common stock held by someone who has investment and/or voting authority of such shares or has the right to acquire such common stock within 60 days. The ownership includes common stock that is held directly and also stock held indirectly through a relationship, a position as a trustee, or under a contract or understanding.

Directors and Executive Officers

The following table lists the shares of our common stock beneficially owned by each director, named executive officer, and all directors and executive officers as a group as of March 8, 2018. Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire shares within 60 days of March 8, 2018, are included as outstanding and beneficially owned for that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted in the footnotes below, the holders have sole voting and dispositive powers over the shares. The Company has no knowledge of any arrangement that would, at a subsequent date, result in a change in control of the Company.
 
Amount and Nature of Beneficial Ownership
Name
Common Stock
Beneficially
Owned
 
Common Stock Acquirable Within 60 Days
Total Beneficially Owned
Percent of
Class
9
Charles B. Stanley
992,407

1,2,3,4,5 
542,924
 
1,535,331
*

Richard J. Doleshek
405,489

1,2,3 
265,805
 
671,294
*

Jim E. Torgerson
332,613

1,2,3 
200,963
 
533,576
*

Christopher K. Woosley
142,742

1,2 
93,148
 
235,890
*

Margo D. Fiala6
83,045

1,2,3 
56,501
 
139,546
*

Phillips S. Baker, Jr.
28,897

 
82,293
7 
111,190
*

Julie A. Dill
5,525

 
70,240
7 
75,765
*

Robert F. Heinemann
7,200

 
66,129
7 
73,329
*

Michael J. Minarovic
0

 
32,558
7 
32,558
*

M. W. Scoggins
7,700

8 
156,616
7 
164,316
*

Mary Shafer-Malicki
0

 
31,731
7 
31,731
*

William L. Thacker III
0

 
66,863
7 
66,863
*

David A. Trice
50,000

 
80,585
7 
130,585
*

Other executive officers
59,446

1,2 
28,786
 
88,232
*

All directors and executive officers
(14 individuals)
2,115,064

 
1,775,142
 
3,890,206
1.60
%

1.
Includes the following unvested restricted shares for which the owners have sole voting power, but which cannot be disposed of until they vest: Mr. Stanley owns 336,076 shares; Mr. Doleshek owns 177,594 shares; Mr. Torgerson owns 163,330 shares; Mr. Woosley owns 86,494 shares; Ms. Fiala owns 43,991 shares; and the other executive officers have a combined ownership of 35,136 shares.
2.
Does not include the following executives' long-term cash incentive amounts measured in performance share units (PSUs) pursuant to the QEP Cash Incentive Plan, which are subject to a cash payout to the extent certain performance objectives are achieved: Mr. Stanley owns 580,961 PSUs; Mr. Doleshek owns 297,996 PSUs; Mr. Torgerson owns

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