SEC Form 3
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)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/29/2017 | 3. Issuer Name and Ticker or Trading Symbol Silver Run Acquisition Corp II [ SRUN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
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) |
Class A Common Stock(3) | 11,500,000 | I | See Footnotes(1)(2) |
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 | ||||
Common Stock Warrants (right to buy)(3) | (4) | (5) | Class A Common Stock | 3,833,333 | (3) | I | See Footnotes(1)(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This statement on Form 3 is being jointly filed by Highfields Capital Management LP, Highfields GP LLC and Jonathon S. Jacobson (collectively, the "Reporting Persons"). Highfields Capital Management LP is a registered investment advisor. The principal business of Highfields Capital Management LP is to act as an investment advisor to various private investment limited partnerships. Highfields GP LLC, as the General Partner of Highfields Capital Management LP, and Jonathan S. Jacobson, as the Managing Member of Highfields GP LLC, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by Highfields Capital Management LP. This statement relates to securities held for the account of private investment funds for which Highfields Capital Management LP acts as investment manager: Highfields Capital I LP, Highfields Capital II LP, Highfields Capital IV LP, and Highfields Capital Ltd. |
2. The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof. |
3. The reported securities are included within 11,500,000 units of the Issuer (the "Units") purchased by the reporting person for a price of $10 per Unit. Each Unit consists of one share of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and one-third of one warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share as described under the heading "Description of Securities-Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-216409). |
4. The Warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Issuer's initial business combination or 12 months following the closing of the Issuer's Initial Public Offering, as described under the heading "Description of Securities-Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-216409). |
5. The Warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities-Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-216409). |
/s/ Scott D. Pomfret, Highfields Capital Management LP | 04/04/2017 | |
/s/ Scott D. Pomfret, Highfields GP LLC | 04/04/2017 | |
/s/ Scott D. Pomfret as attorney-in-fact, Jonathon S. Jacobson | 04/04/2017 | |
** 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. |