Bain Capital Credit Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BCC EnVen Investments (S), L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TALOS ENERGY INC. [ TALO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/05/2023		S		25,003(1)	D	$13.47	15,120,372	I	See FN(2)(3)(4)(5)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BCC EnVen Investments (S), L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCC EnVen Investments (2016), L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCC EnVen Investments (2013), L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Credit, LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. The reported transaction includes 25,003 shares of Common Stock ("Shares") sold by Bain Capital Credit, LP on behalf of various managed accounts.

2. Bain Capital Credit Managed Account (E), L.P. directly holds 1,437,872 Shares. Bain Capital Credit Managed Account (PSERS), L.P. directly holds 207,382 Shares. Bain Capital Distressed & Special Situations 2013 (AIV I), L.P. directly holds 3,607,477 Shares. Bain Capital Distressed & Special Situations 2013 (B), L.P. directly holds 425,945 Shares. Bain Capital Distressed & Special Situations 2016 (A), L.P. directly holds 1,298,868 Shares. Bain Capital Distressed & Special Situations 2016 (F), L.P. directly holds 1,131,518 Shares. Sankaty Credit Opportunities IV, L.P. directly holds 1,129,580 Shares. BCC EnVen Investments (2016), L.P. directly holds 2,170,800 Shares. (cont'd)

3. BCC EnVen (S) directly holds 382,157 Shares. With respect to BCC EnVen (S) and each of the entities listed in footnote 1, (the "BCCM Holders"), Bain Capital Credit Member, LLC ("BCCM") may be deemed to have voting and dispositive power of the aggregate 11,791,599 shares of Common Stock directly held by the BCCM Holders.

4. BCC EnVen Investments (2013), L.P. ("BCC EnVen 2013") directly holds 2,875,746 shares of Common Stock. Bain Capital Credit Member II, LLC ("BCCM II") is the GP of BCC EnVen 2013. BCCM II may be deemed to have voting and dispositive power over 2,875,746 shares of Common Stock held by BCC EnVen 2013.

5. Bain Capital Credit, LP ("BCC") serves as investment manager to various client accounts, and, in this capacity, has voting and dispositive power over 453,027 shares of Common Stock directly held in such managed accounts.

6. Each Reporting Person, BCCM, BCCM Holder, BCC, and BCC EnVen 2013 disclaim beneficial ownership of the reported securities except to the extent of such person's pecuniary interest therein, and the filing of this Form 3 shall not be deemed an admission by any of the foregoing of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose.

7. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

	BCC EnVen Investments (S), L.P., By: BCC EnVen Investments GP (S), LLC, its general partner, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner and General Counsel	06/05/2023
	BCC EnVen Investments (2016), L.P., By: BCC EnVen Investments GP (2016), LLC, its general partner, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner and General Counsel	06/05/2023
	BCC EnVen Investments (2013), L.P , By: BCC EnVen Investments GP (2013), LLC, its general partner, By: Bain Capital Credit Member II, LLC, its general partner, /s/ Michael Treisman, Partner and General Counsel	06/05/2023
	Bain Capital Credit, LP, /s/ Michael Treisman, Partner and General Counsel	06/05/2023
	BCC EnVen Investments (S), L.P., By: BCC EnVen Investments GP (S), LLC, its general partner, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner and General Counsel	06/05/2023
	BCC EnVen Investments (2016), L.P., By: BCC EnVen Investments GP (2016), LLC, its general partner, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner and General Counsel	06/05/2023
	BCC EnVen Investments (2013), L.P , By: BCC EnVen Investments GP (2013), LLC, its general partner, By: Bain Capital Credit Member II, LLC, its general partner, /s/ Michael Treisman, Partner and General Counsel	06/05/2023
	Bain Capital Credit, LP, /s/ Michael Treisman, Partner and General Counsel	06/05/2023
	** 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 4 (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).
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