A Dark Vector Cognition product

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

4K characters. Original on sec.gov · Markdown

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

Our common stock is listed on the Nasdaq Select Global Market under the symbol “FANG”.

The following table sets forth the range of high and low sales prices of our common stock and dividends payable per share of our common stock for the periods presented:

HighLowCash Dividends per Share of Common Stock
2018
1st Quarter$134.60$105.66$0.125
2nd Quarter$138.14$107.78$0.125
3rd Quarter$138.25$111.31$0.125
4th Quarter(2)$140.78$85.19$0.125
2017
1st Quarter$114.00$96.05$—
2nd Quarter$108.17$83.22$—
3rd Quarter$98.36$82.77$—
4th Quarter$127.45$95.69$—
(1)The Q4 2018 distribution is payable on February 28, 2918 to unitholders of record at the close of business on February 21, 2019.

Holders of Record

There were 20 holders of record of our common stock on February 15, 2019.

Dividend Policy

We have not paid any cash dividends since our inception. Covenants contained in our revolving credit facility restrict the payment of cash dividends on our common stock. See Item 1A. “Risk Factors–Risks Related to the Oil and Natural Gas Industry and Our Business–Our revolving credit facility contains restrictive covenants that may limit our ability to respond to changes in market conditions or pursue business opportunities.” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources–Credit Facility.”

On February 13, 2018, we announced the initiation of an annual cash dividend in the amount of $0.50 per share of our common stock payable quarterly which began with the first quarter of 2018. The decision to pay any future dividends is solely within the discretion of, and subject to approval by, our board of directors. Our board of directors’ determination with respect to any such dividends, including the record date, the payment date and the actual amount of the dividend, will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant at the time of such determination.

Recent Sales of Unregistered Securities

On October 31, 2018, we issued approximately 2.6 million shares of our common stock to Ajax and certain other holders as part of the consideration for the Ajax acquisition. These shares were issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act, as sales by an issuer not involving any public offering. In connection with the closing of the Ajax acquisition on October 31, 2018, we entered into a registration rights agreement with Ajax and certain other holders of our common stock pursuant to which we filed a shelf registration statement with the SEC to facilitate the resale of common stock issued in the Ajax acquisition. The shelf registration statement became automatically effective on November 30, 2018. Pursuant to this registration rights agreement, we also agreed to provide certain demand and piggyback registration rights to such holders.

Repurchases of Equity Securities

None.

Previous: Item 4. MINE SAFETY DISCLOSURES · Next: Item 6. SELECTED FINANCIAL DATA