SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/09/2018 | 3. Issuer Name and Ticker or Trading Symbol Alta Mesa Resources, Inc. /DE [ AMR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 0 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class C Common Stock | 08/08/2018 | (4) | Class A Common Stock | 184,082,096(1)(2) | (4) | I | Through High Mesa Holdings, LP(3) |
Explanation of Responses: |
1. (a) 137,175,136 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of Alta Mesa Resources, Inc. (the "Company"), which are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and (b) 46,906,960 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company that are issuable if the Class A Common Stock trades above certain thresholds (the "Earn-Out Shares"), in each case beneficially owned by High Mesa Holdings, LP, of which High Mesa Holdings GP, LLC is the sole general partner. |
2. The reporting person disclaims beneficial ownership in these securities, and this report shall not be deemed an admission tht the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
3. The common units in SRII Opco, LP, shares of Class C Common Stock and Earn-Out Shares referenced in this filing were all issued pursuant to a business combination that closed on February 9, 2018 whereby the Company acquired all of the outstanding equity of Alta Mesa Holdings, LP from High Mesa Holdings, LP and another person, and all of the outstanding equity of Kingfisher Midstream, LLC from KFM Holdco, LLC. The common units of SRII Opco, LP and the corresponding shares of Class C Common Stock of the Company issued in exchange for the equity of Alta Mesa Holdings, LP may not be converted into shares of Class A Common Stock until August 8, 2018. |
4. Common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company, and have no expiration date. |
Remarks: |
Exhibit 24: Power of Attorney |
/s/ Kimberly O. Warnica-Attorney-in-Fact | 06/12/2018 | |
** 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 5 (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. |