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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TALOS ENERGY INC. [ TALO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/30/2020 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/30/2020 | M | 4,960,000 | A | $0(1) | 4,960,000 | I | By ILX Holdings, LLC(2)(4)(5) | ||
| Common Stock | 03/30/2020 | M | 4,510,000 | A | $0(1) | 4,510,000 | I | By ILX Holdings II, LLC(2)(3)(5) | ||
| Common Stock | 03/30/2020 | M | 130,000 | A | $0(1) | 130,000 | I | By ILX Holdings III, LLC(2)(4)(5) | ||
| Common Stock | 03/30/2020 | M | 1,400,000 | A | $0(1) | 1,400,000 | I | By Castex Energy 2014, LLC(2)(3)(5) | ||
| Common Stock | 13,669,287 | I | By Riverstone Talos Energy Equityco LLC(2)(3)(5) | |||||||
| Common Stock | 1,257,396 | I | By Riverstone Talos Energy Debtco LLC(2)(3)(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Convertible Preferred Stock | (1) | 03/30/2020 | M | 49,600 | (1) | (1) | Common Stock | 4,960,000 | $0(1) | 0 | I | By ILX Holdings, LLC(2)(4)(5) | |||
| Series A Convertible Preferred Stock | (1) | 03/30/2020 | M | 45,100 | (1) | (1) | Common Stock | 4,510,000 | $0(1) | 0 | I | By ILX Holdings II, LLC(2)(3)(5) | |||
| Series A Convertible Preferred Stock | (1) | 03/30/2020 | M | 1,300 | (1) | (1) | Common Stock | 130,000 | $0(1) | 0 | I | By ILX Holdings III, LLC(2)(4)(5) | |||
| Series A Convertible Preferred Stock | (1) | 03/30/2020 | M | 14,000 | (1) | (1) | Common Stock | 1,400,000 | $0(1) | 0 | I | By Castex Energy 2014, LLC(2)(3)(5) | |||
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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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. On February 28, 2020, as partial consideration for the Issuer's acquisition of certain limited liability company interests, the Issuer issued an aggregate 110,000 shares of Series A Convertible Preferred Stock to ILX Holdings, LLC ("ILX Holdings"), ILX Holdings II, LLC ("ILX Holdings II"), ILX Holdings III, LLC ("ILX Holdings III") and Castex Energy 2014, LLC ("Castex 2014"). Each share of Series A Convertible Preferred Stock converted into 100 shares of the Issuer's common stock on March 30, 2020, which is 20 calendar days following the stated date of distribution to the Issuer's stockholders of a definitive Information Statement on Schedule 14C relating to the conversion of such Series A Convertible Preferred Stock. |
| 2. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management"), which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Holdings"). |
| 3. Holdings is the sole shareholder of Riverstone Energy GP V Corp ("Riverstone Corp"), which is the managing member of Riverstone Energy GP V, LLC ("Riverstone GP"), which is the general partner of Riverstone Energy Partners V, L.P. ("Riverstone Energy Partners V"), which is the general partner of Riverstone Global Energy and Power Fund V (FT), L.P. ("Riverstone Energy Fund V"), which is the general partner of Riverstone V Talos Holdings, L.P. ("Riverstone Aggregator"), which is the managing member of Riverstone Talos Energy Equityco LLC ("Riverstone Equityco") and the sole manager of Riverstone Talos Energy Debtco LLC ("Riverstone Debtco"). In addition of Riverstone Energy Partners V and Riverstone Energy Fund V own an indirect interest in Castex 2014, and Riverstone Energy Partners V owns an indirect interest in ILX Holdings II. |
| 4. Holdings is the owner of the ultimate general partners of each of ILX Holdings and ILX Holdings III. |
| 5. Each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower and Holdings may be deemed to share beneficial ownership of the securities held of record by ILX Holdings and ILX Holdings III, and each of the foregoing entities and persons, together with Riverstone Corp, Riverstone GP, Riverstone Energy Partners V and Riverstone Energy Fund V may be deemed to share beneficial ownership of the securities held of record by Castex 2014 and ILX Holdings II, and such entities and persons, together with Riverstone Aggregator, may be deemed to share beneficial ownership of the securities held of record by Riverstone Equityco and Riverstone Debtco. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Each of Robert M. Tichio and Rajen Mahagaokar serve on the board of directors of the Issuer as a representative of the reporting persons. As a result, each reporting person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act. Due to the limitations of the electronic filing system, each of Riverstone Holdings LLC, Riverstone /Gower Mgmt Co Holdings, L.P., Riverstone Management Group, L.L.C., David M. Leuschen, and Pierre F. Lapeyre Jr. are filing a separate Form 4. |
| Riverstone Talos Energy Equityco LLC by: /s/ Peter Haskopoulos, Managing Director | 04/01/2020 | |
| Riverstone V Talos Holdings, L.P. by: Riverstone Energy Partners V, L.P., its general partner by: Riverstone Energy GP V, LLC, its general partner by: /s/ Peter Haskopoulos, Managing Director | 04/01/2020 | |
| Riverstone Global Energy and Power Fund V (FT), L.P. by: Riverstone Energy Partners V, L.P., its general partner by: Riverstone Energy GP V, LLC, its general partner by: /s/ Peter Haskopoulos, Managing Director | 04/01/2020 | |
| Riverstone Energy Partners V, L.P. by: Riverstone Energy GP V, LLC, its general partner by: /s/ Peter Haskopoulos, Managing Director | 04/01/2020 | |
| Riverstone Energy GP V, LLC by: /s/ Peter Haskopoulos, Managing Director | 04/01/2020 | |
| Riverstone Energy GP V Corp by: /s/ Peter Haskopoulos, Director | 04/01/2020 | |
| ** 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. | ||