Porter Stuart D Form 4 COMSTOCK RESOURCES / Stuart D Porter ownership change

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^*

Porter Stuart D

(Last) (First) (Middle)

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMSTOCK RESOURCES INC [ CRK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2020

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

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
Series A Redeemable Convertible Preferred Stock	$4	05/19/2020		D(1)			210,000	(2)	(2)	Common Stock	52,522,686	$1,013.61(3)	0	I	See Footnotes(4)(5)(6)

1. Name and Address of Reporting Person^*

Porter Stuart D

(Last) (First) (Middle)

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Covey Park Holdings LLC

(Last) (First) (Middle)

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. The Issuer, pursuant to that certain Certificate of Designations of Series A Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock (as filed as an exhibit to the Issuer's Current Report on Form 8-K filed dated July 15, 2019), has elected to cause all of the shares of the Series A Convertible Preferred Stock to be redeemed for cash.

2. The Series A Redeemable Convertible Preferred Stock is convertible at any time following the 12-month anniversary of the initial issue date, at the holder's election, and has no expiration date.

3. The redemption price of the Series A Redeemable Convertible Preferred Stock means, as of the date of redemption, 5/19/2020, (A) $1,013.61 per Share of the Series A Redeemable Convertible Preferred Stock plus (B) an amount equal to all accrued dividends on such share of Series A Redeemable Convertible Preferred Stock to, and including, the date of such redemption.

4. These shares are owned directly by Covey Park Holdings LLC ("Holdings"). Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate"). Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC"). Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC"). Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter.

5. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

6. Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

Remarks:

The reporting persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Securities Exchange Act of 1934.

	/s/ Stuart D. Porter	05/20/2020
	/s/ Jordan Marye, Manager, Covey Park Holdings LLC	05/20/2020
	** Signature of Reporting Person	Date
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