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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Reservoir Media, Inc. [ RSVR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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, $0.0001 par value | 02/11/2022 | P | 55,518 | A | $6.738(1) | 55,518 | I | By Richmond Hill Capital Partners, LP(2) | ||
| Common Stock, $0.0001 par value | 02/14/2022 | P | 2,923 | A | $7.016(3) | 58,441 | I | By Richmond Hill Capital Partners, LP(2) | ||
| Common Stock, $0.0001 par value | 02/11/2022 | P | 129,543 | A | $6.738(4) | 129,543 | I | By Essex Equity Joint Investment Vehicle, LLC(5) | ||
| Common Stock, $0.0001 par value | 02/14/2022 | P | 6,821 | A | $7.016(6) | 136,364 | I | By Essex Equity Joint Investment Vehicle, LLC(5) | ||
| Common Stock, $0.0001 par value | 13,592,793(7)(8) | I | By ER Reservoir LLC(7)(8) | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. The 55,518 shares of common stock, par value $0.0001 per share (the "Shares"), of Reservoir Media, Inc. (the "Issuer") reported on this Form 4 were purchased in multiple trades at prices ranging from $6.025 to $7.00 per Share. The price reported above reflects the weighted average purchase price per Share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of Shares purchased and prices at which the transactions were effected. |
| 2. The amount of securities shown in this row is owned directly by Richmond Hill Capital Partners, LP ("RHCP"). Ryan P. Taylor is the managing member of the general partner of RHCP and the manager of the general partner of Richmond Hill Investment Co., LP, the investment adviser to RHCP, and may be deemed to be a beneficial owner of the Shares owned by RHCP. Mr. Taylor disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the Shares in this Report shall not be deemed an admission of beneficial ownership of the reported Shares for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| 3. The 2,923 Shares reported on this Form 4 were purchased in multiple trades at prices ranging from $6.96 to $7.05 per Share. The price reported above reflects the weighted average purchase price per Share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of Shares purchased and prices at which the transactions were effected. |
| 4. The 129,543 Shares reported on this Form 4 were purchased in multiple trades at prices ranging from $6.025 to $7.00 per Share. The price reported above reflects the weighted average purchase price per Share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of Shares purchased and prices at which the transactions were effected. |
| 5. The amount of securities shown in this row is owned directly by Essex Equity Joint Investment Vehicle, LLC ("EEJIV"). Ryan P. Taylor owns an equity interest in an entity that may be deemed to have a pecuniary interest in the Shares owned by EEJIV and therefore may be deemed to be a beneficial owner of the Shares owned by EEJIV. Mr. Taylor disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the Shares in this Report shall not be deemed an admission of beneficial ownership of the reported Shares for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| 6. The 6,821 Shares reported on this Form 4 were purchased in multiple trades at prices ranging from $6.96 to $7.05 per Share. The price reported above reflects the weighted average purchase price per Share. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of Shares purchased and prices at which the transactions were effected. |
| 7. The amount of securities shown in this row is owned directly by ER Reservoir LLC (the "Fund"). Ryan P. Taylor is the manager of the general partner of a manager of the Fund and may be deemed to be a beneficial owner of the Shares owned by the Fund. The Fund received these securities in connection with the agreement and plan of merger, dated as of April 14, 2021, by and among Reservoir Media, Inc. (formerly known as Roth CH Acquisition II Co. ("RMI")), Roth CH II Merger Sub Corp. ("Merger Sub") and Reservoir Holdings, Inc. ("Reservoir"), pursuant to which Merger Sub merged with and into Reservoir, with Reservoir surviving the merger as a wholly-owned subsidiary of RMI (the "Business Combination"). The Fund received these Shares as consideration for the Business Combination. Mr. Taylor disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Section 16 of the Exchange Act or otherwise, except to the extent (Cont'd in FN8) |
| 8. (Cont'd from FN7) of his pecuniary interest therein, and the inclusion of the Shares in this Report shall not be deemed an admission of beneficial ownership of the reported Shares for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| Remarks: |
| May Be Deemed Member of 10% Owner Group |
| /s/ Golnar Khosrowshahi, as attorney-in-fact for Ryan P. Taylor | 02/15/2022 | |
| ** 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). | ||
| 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. | ||