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Form 8-K LinnCo, LLC For: Aug 27

August 27, 2015 4:40 PM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2015 (August 24, 2015)

LinnCo, LLC
(Exact name of registrant as specified in its charters)
 
 
 
 
 
Delaware
 
001-35695
 
45-5166623
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer Identification No.)
incorporation or organization)
 
 
 
 


600 Travis, Suite 5100
 
 
Houston, Texas
 
77002
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:  (281) 840-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))













Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2015, LinnCo, LLC (the “Company”) announced the appointment of David B. Rottino, 48, as Executive Vice President and Chief Financial Officer. Mr. Rottino was also appointed Executive Vice President and Chief Financial Officer of the Company’s affiliate, Linn Energy, LLC (“LINN Energy”). Mr. Rottino has served as Executive Vice President and Chief Accounting Officer of the Company since January 2014. From LinnCo’s formation in April 2012 to January 2014, Mr. Rottino served as its Senior Vice President of Finance and Chief Accounting Officer. From July 2010 to April 2012, Mr. Rottino served as Senior Vice President of Finance, Business Development and Chief Accounting Officer of LINN Energy and from June 2008 to July 2010, Mr. Rottino served as Senior Vice President and Chief Accounting Officer of LINN Energy.
LinnCo’s executive officers are also executive officers of, and employed directly by, LINN Energy. LINN Energy makes compensation decisions for, and pays compensation directly to, such individuals, and they do not receive additional compensation from LinnCo. In connection with his previous role at LINN Energy, Mr. Rottino and LINN Energy entered into that certain Second Amended and Restated Employment Agreement (“Existing Employment Agreement”), effective December 17, 2008, that provides for a minimum annual base salary subject to annual review and upward adjustment by the Compensation Committee. Under the Existing Employment Agreement, Mr. Rottino is entitled to receive incentive compensation payable and awards under LINN Energy’s Long Term Incentive Plan (“LTIP”), each at the discretion of the Compensation Committee. Awards under the LTIP generally fully vest upon change of control or a termination of Mr. Rottino’s employment by LINN Energy without cause, termination of employment by Mr. Rottino with good reason or upon Mr. Rottino’s death or disability. In connection with Mr. Rottino’s appointment as Executive Vice President and Chief Financial Officer, LINN Energy anticipates amending the Existing Employment Agreement to reflect his new responsibilities.
The Company also announced that Kolja Rockov, the Company’s current Executive Vice President and Chief Financial Officer, will be leaving the Company effective August 31, 2015.
A copy of the press release announcing Mr. Rottino’s appointment and Mr. Rockov’s departure is attached to this Report as Exhibit 99.1 and is incorporated into this Item 5.02 by reference.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
Exhibit Number
 
Description
Exhibit 99.1
 
Press Release dated August 24, 2015 announcing the appointment of David B. Rottino as Executive Vice President and Chief Financial Officer and the departure of Kolja Rockov.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
LINNCO, LLC
 
 
 
 
 
 
 
 
Date:       August 27, 2015
 
By:
 
/s/ Candice J. Wells
 
 
 
 
Candice J. Wells
 
 
 
 
Vice President, General Counsel and
 
 
 
 
Corporate Secretary



EXHIBIT 99.1
NEWS RELEASE
LINN ENERGY ANNOUNCES APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER
HOUSTON, August 24, 2015 – LINN Energy, LLC (Nasdaq: LINE) (“LINN” or the “Company”) and LinnCo, LLC (Nasdaq: LNCO) (“LinnCo”) announced today that David B. Rottino has been appointed as Executive Vice President and Chief Financial Officer of both LINN and LinnCo, effective immediately. Mr. Rottino joined the Company in June 2008 as Senior Vice President and Chief Accounting Officer and has served as Executive Vice President, Business Development and Chief Accounting Officer since January 2014. Previously, he served as Senior Vice President of Finance, Business Development and Chief Accounting Officer from July 2010 to January 2014. Mr. Rottino has more than 20 years of experience in the oil and natural gas industry and has also held leadership positions with El Paso Corporation, ConocoPhillips and Burlington Resources. He holds a BBA from Texas Tech University and received his MBA from Texas Christian University. In his new role, Mr. Rottino will lead the Company’s existing finance and investor relations teams, along with his continued oversight of the accounting and business development functions at the Company.
“David has demonstrated tremendous leadership in the Company’s transformational initiatives over the past two years, which have resulted in a more stable asset base and an improved ability to weather this current challenging environment,” said Mark E. Ellis, Chairman, President and Chief Executive Officer. “We believe his extensive industry knowledge, as well as his significant finance and accounting experience, will serve us well as we navigate an uncertain period of low commodity prices and position the Company for the future.”
Kolja Rockov, Executive Vice President and Chief Financial Officer, will be leaving the Company to pursue other opportunities. This mutually agreed departure is not related to any disagreement with the Company’s policies or practices.
Mr. Ellis commented, “We want to express our sincere appreciation to Kolja for his vision in leading the formation of our sector with LINN’s IPO in 2006. His enthusiasm and innovation were central to LINN’s growth from a small private company to one of the largest U.S. independent oil and natural gas producers over the last decade.”
ABOUT LINN ENERGY
LINN Energy’s mission is to acquire, develop and maximize cash flow from a growing portfolio of long-life oil and natural gas assets. LINN Energy is a top-20 U.S. independent oil and natural gas development company, with approximately 7.3 Tcfe of proved reserves in producing U.S. basins as of December 31, 2014. More information about LINN Energy is available at www.linnenergy.com.
ABOUT LINNCO
LinnCo was created to enhance LINN Energy’s ability to raise additional equity capital to execute on its acquisition and growth strategy. LinnCo is a Delaware limited liability company that has elected to be taxed as a corporation for United States federal income tax purposes, and accordingly its shareholders will receive a Form 1099 in respect of any dividends paid by LinnCo. More information about LinnCo is available at www.linnco.com.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This press release includes “forward-looking statements.” All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. These statements include, but are not limited to forward-looking statements about acquisitions, divestitures and trades, potential strategic alliances, timing and payment of distributions, and the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company’s drilling program, production, hedging activities, capital expenditure levels and other guidance included in this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to the Company’s financial performance and results, availability of sufficient cash flow to pay distributions and execute its business plan, prices and demand for oil, natural gas and natural gas liquids, the ability to replace reserves and efficiently develop current reserves and other important factors that could cause actual results to differ



materially from those projected as described in the Company’s reports filed with the Securities and Exchange Commission. See “Risk Factors” in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other public filings and press releases.
Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.


CONTACTS:    LINN ENERGY, LLC
Investors & Media:
Clay Jeansonne - Vice President - Investor Relations
281-840-4193
Sarah Nordin - Public Relations & Media
713-904-6605



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