| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/22/2018 |
3. Issuer Name and Ticker or Trading Symbol
California Resources Corp [ CRC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 24,781(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Unit | (2) | (2) | Common Stock | 16,358(2) | (2) | D | |
| Employee Stock Option (right to buy) | (3) | 02/20/2025 | Common Stock | 7,486(3) | $20.17 | D | |
| 2015 Stock Option | (4) | 08/04/2022 | Common Stock | 4,334 | $42 | D | |
| 2014 Stock Option | (5) | 11/30/2021 | Common Stock | 3,536 | $81.1 | D | |
| Explanation of Responses: |
| 1. The amount reported includes the following pursuant to the California Resources Corporation (CRC) Long-Term Incentive Plan (LTIP): (1) 775 Restricted Stock Units (RSUs) granted on August 15, 2015 which will vest on August 4, 2018, (2) 5,833 RSUs granted on May 27, 2016 which will vest 1/2 each on May 26, 2018 and 2019, (3) 7,088 RSUs granted on February 13, 2017 which will vest 1/2 each on February 12, 2019 and 2020, and (4) 3,896 RSUs granted on August 1, 2017 which will vest on July 30, 2020. |
| 2. The amount reported consists of RSUs granted on February 21, 2018 which will vest 1/3 each on February 20, 2019, 2020, and 2021, and will be settled 60% in shares of CRC common stock and 40% in cash, pursuant to CRC's LTIP. |
| 3. The Stock Options will vest in three equal installments beginning February 20, 2019, 2020 and 2021. |
| 4. The Stock Options became exercisable as to 1,444 shares on August 4, 2016, and 1,445 shares on August 4, 2017, and becomes exercisable as to the remaining 1,445 shares on August 4, 2018. |
| 5. The Stock Options became exercisable as to 1,178 shares on November 30, 2015, and 1,179 shares each on November 30, 2016 and November 30, 2017. |
| Remarks: |
| /s/ Ulrik Damborg, Attorney-in-Fact for Francisco Leon | 03/02/2018 | |
| ** 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 5 (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. | ||