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RANGER OIL CORPORATION

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PENN VIRGINIA CORP : Other Events, Financial Statements and Exhibits (form 8-K)

10/12/2021 | 05:10pm EST

Item 8.01 Other Events

As previously disclosed, Penn Virginia Corporation, a Virginia corporation (the "Company"), effected a recapitalization (the "Recapitalization"), on October 6, 2021, pursuant to which (i) the Company's common stock, par value $0.01 per share, was renamed and reclassified as "Class A common stock" ("Class A Common Stock"), (ii) the authorized number of shares of capital stock of the Company was increased to 145,000,000 shares, (iii) 30,000,000 shares of Class B common stock, par value of $0.01 per share ("Class B Common Stock"), a new class of capital stock of the Company, was authorized, (iv) all outstanding shares of the Series A Preferred Stock (the "Series A Preferred Stock") in the Company's "up-C" structure were exchanged for newly issued shares of Class B Common Stock, and (v) the designation of the Series A Preferred Stock was cancelled. As a result of the Recapitalization, the holders of Class B Common Stock have a voting interest in the Company that is commensurate with such holders' economic interest in PV Energy Holdings, L.P., a Delaware limited partnership and subsidiary of the Company. Additionally, following the recapitalization, the Company had 21,088,253 shares of Class A Common Stock outstanding and 22,548,998 shares of Class B Common Stock outstanding.

The Description of Capital Stock set forth in Exhibit 99.1 is being filed for the purpose of providing a description of the capital stock of the Company following the Recapitalization. The Description of Capital Stock summarizes the material terms of the Company's capital stock as of the date hereof. This summary is not a complete description of the terms of the Company's capital stock and is qualified by reference to the Company's Fourth Amended and Restated Articles of Incorporation and Seventh Amended and Restated Bylaws, copies of which were included as exhibits 3.2 and 3.3, respectively, to the Company's Current Report on Form 8-K filed on October 7, 2021, as well as applicable provisions of Virginia law.

The Description of Capital Stock set forth in Exhibit 99.1 is incorporated into this Item 8.01 by reference. The disclosure contained in this Current Report on Form 8-K modifies and supersedes any corresponding discussions included in any registration statement or report previously filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits




Exhibit
  No.                                    Description

 3.1          Articles of Restatement, dated as of October 6, 2021, to the Third
            Amended and Restated Articles of Incorporation of Penn Virginia
            Corporation (filed as Exhibit 3.1 to the Company's Form 8-K, filed on
            October 7, 2021, and incorporated herein by reference).

 3.2          Fourth Amended and Restated Articles of Incorporation of Penn
            Virginia Corporation (filed as Exhibit 3.2 to the Company's Form 8-K,
            filed on October 7, 2021, and incorporated herein by reference).

 3.3          Seventh Amended and Restated Bylaws of Penn Virginia Corporation
            (filed as Exhibit 3.3 to the Company's Form 8-K, filed on October 7,
            2021, and incorporated herein by reference).

99.1          Description of Capital Stock.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



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