11/06/2025 | Press release | Distributed by Public on 11/06/2025 06:37
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Foran Joseph Wm 5400 LBJ FREEWAY SUITE 1500 DALLAS, TX 75240 |
X | Chairman and CEO | ||
| /s/ Joseph Wm. Foran, by Cale L. Curtin as attorney-in-fact | 11/06/2025 | |
| **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) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $38.38 to $38.51 per share, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price. |
| (2) | Includes shares acquired pursuant to the Issuer's Employee Stock Purchase Plan. Such acquisitions are exempt under Rule 16-b3. |
| (3) | The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
| (4) | Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee. Includes shares held by the trust following a contribution of shares by the reporting person to the trust, pursuant to the terms thereof. |
| (5) | Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee. Includes shares held by the trust following a contribution of shares by the reporting person's spouse to the trust, pursuant to the terms thereof. |
| (6) | Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person. |
| (7) | Represents shares held of record collectively by the LRF 2011 Non-GST Trust, WJF 2011 Non-GST Trust, JNF 2011 Non-GST Trust, SIF 2011 Non-GST Trust and MCF 2011 Non-GST Trust (collectively, the "2011 Non-GST Trusts"). The reporting person and his spouse, as settlors of each of the 2011 Non-GST Trusts, retain the power of substitution with respect to the property of the 2011 Non-GST Trusts. |
| (8) | Represents shares held of record collectively by the LRF 2020 Non-GST Trust, WJF 2020 Non-GST Trust, SIF 2020 Non-GST Trust and MCF 2020 Non-GST Trust (collectively, the "2020 Non-GST Trusts"). The reporting person and his spouse, as settlors of each of the 2020 Non-GST Trusts, retain the power of substitution with respect to the property of the 2020 Non-GST Trusts. |
| (9) | Represents shares held of record by the JWF 2024-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. |
| (10) | Represents shares held of record by the NNF 2024-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. |
| (11) | Represents shares held of record by the JWF 2024-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. |
| (12) | Represents shares held of record by the NNF 2024-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. |
| (13) | Represents shares held of record by the JWF 2025-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. |
| (14) | Represents shares held of record by the NNF 2025-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. |
| (15) | Represents shares held of record by the JWF 2025-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. |
| (16) | Represents shares held of record by the NNF 2025-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. |