Porter Stuart D Form 4/A 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/21/2020

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	08/19/2020		S		9,842,500	D	$5.6	19,036,420	I	By Covey Park Holdings LLC(2)(3)
Common Stock	08/20/2020		D		23,234(1)	D	$0	19,013,186(1)	I	By Covey Park Holdings LLC(2)(3)

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^*

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. Jordan Tatum Marye ("Marye") previously served on the Board of Directors of the Issuer (the "Board") as a nominee of Covey Park Holdings LLC ("Holdings"). This amendment to Form 4 is being filed to revise the number of shares of restricted stock forfeited upon Marye's resignation from the Board. In addition, this amendment to Form 4 reflects that the reporting persons are no longer subject to Section 16 in connection with their transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5.

2. These shares are owned directly by 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").

3. 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	08/28/2020
	/s/ Jordan Marye, Manager, Covey Park Holdings LLC	08/28/2020
	** 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.