03/17/2026 | Press release | Distributed by Public on 03/17/2026 17:46
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Corporation Restricted Stock Units | (1) | 03/13/2026 | M | 18,977 | (3) | (4) | Common Stock | 18,977 | $ 0 | 70,740 | D | ||||
| Corporation Restricted Stock Units | (1) | 03/13/2026 | M | 4,653 | (5) | (4) | Common Stock | 4,653 | $ 0 | 66,087 | D | ||||
| Corporation Restricted Stock Units | (1) | 03/13/2026 | M | 9,793 | (6) | (4) | Common Stock | 9,793 | $ 0 | 56,294 | D | ||||
| Corporation Restricted Stock Units | (1) | 03/16/2026 | A | 17,544 | (7) | (4) | Common Stock | 17,544 | $ 0 | 73,838 | D | ||||
| Corporation Restricted Stock Units | (1) | 03/16/2026 | A | 17,544 | (8) | (4) | Common Stock | 17,544 | $ 0 | 90,734(9) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Johnston James David C/O SUMMIT MIDSTREAM CORPORATION 910 LOUISIANA STREET, SUITE 4200 HOUSTON, TX 77002 |
Executive VP, GC, CCO and Secy | |||
| /s/ James David Johnston | 03/17/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each corporation restricted stock unit is the economic equivalent of one common stock. |
| (2) | Common stocks being withheld to pay tax liability. |
| (3) | The corporation restricted stock units subject to the original award agreement vested on March 13, 2026. 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. |
| (4) | 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. |
| (5) | One-third of the corporation restricted stock units (rounded down to the nearest whole number of units, except in the case of the final vesting date) vested on March 13, 2026, with the remaining corporation restricted stock units vesting on the second and third anniversaries of the March 14, 2025, reference date, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person received 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. |
| (6) | The final one-third of the corporation restricted stock units subject to the original award agreement vested on March 13, 2026. The Reporting Person received 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. |
| (7) | One-third of the corporation restricted stock units (rounded down to the nearest whole number of units, except in the case of the final vesting date) shall vest on each of the first, second and third anniversaries of the March 16, 2026, reference date, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive 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 shall vest if and to the extent that the corporation restricted stock units are earned during the performance period from January 1, 2026 through December 31, 2028, which will depend on whether the performance criteria are achieved as determined by the committee as soon as reasonably practicable, but no later than sixty (60) days following December 31, 2028, the last day of the Performance Period. The vesting of the corporation restricted stock units is subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive 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. |
| (9) | This total includes corporation restricted stock units from other tranches with different vesting dates. On March 16, 2026, when the original award agreement vested, it was certified at an achievement level of 96.7% of the target number of corporation restricted stock units. The remaining 3.3% of the target corporation restricted stock units that were not earned based on the certified performance level were forfeited. The difference between the number of outstanding awards reflected in the Reporting Person's brokerage account and the number previously reported is attributable to this certification and the corresponding forfeiture of the unearned portion of the original award. |