Management Group, L.L.C. Riverstone Form 3 TALOS ENERGY / DAVID M LEUSCHEN ownership change

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^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2018

3. Issuer Name and Ticker or Trading Symbol
TALOS ENERGY INC. [ TALO ]

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

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

5. 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 Beneficially Owned
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)
Common Stock	14,926,683	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone/Gower Mgmt Co Holdings, L.P.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone Management Group, L.L.C.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEUSCHEN DAVID M

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LAPEYRE PIERRE F JR

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Includes 13,669,287 shares held of record by Riverstone Talos Energy Equityco LLC, a Delaware limited liability company ("Riverstone Equityco"), and 1,257,396 shares held of record by Riverstone Talos Energy Debtco LLC, a Delaware limited liability company ("Riverstone Debtco").

2. David M. Leuschen and Pierre F. Lapeyre, Jr. are the members of Riverstone Management Group, L.L.C., which is the general partner of Riverstone /Gower Mgmt Co Holdings, L.P., which is the sole member of Riverstone Holdings, LLC, which is the sole shareholder of Riverstone Energy GP V Corp, which is the managing member of Riverstone Energy GP V, LLC, which is the general partner of Riverstone Energy Partners V, L.P., which is the general partner of Riverstone Global Energy and Power Fund V (FT), L.P., which is the general partner of Riverstone V Talos Holdings, L.P., which is the managing member of Riverstone Equityco and the sole manager of Riverstone Debtco. Riverstone Energy GP V, LLC is managed by a managing committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, E. Bartow Jones, N. John Lancaster, Baran Tekkora, James T. Hackett, Michael B. Hoffman and Robert M. Tichio.

3. Each of Riverstone V Talos Holdings, L.P., Riverstone Global Energy and Power Fund V (FT), L.P., Riverstone Energy Partners V, L.P., Riverstone Energy GP V, LLC, Riverstone Energy GP V Corp, Riverstone Holdings, LLC, Riverstone /Gower Mgmt Co Holdings, L.P., Riverstone Management Group, L.L.C., Mr. Lesuchen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the common stock held directly by Riverstone Equityco or 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:

Due to the limitations of the electronic filing system, each of Riverstone Equityco, Riverstone Debtco, Riverstone V Talos Holdings, L.P., Riverstone Global Energy and Power Fund V (FT), L.P., Riverstone Energy Partners V, L.P., Riverstone Energy GP V , LLC, Riverstone Energy GP V Corp are filing a separate Form 3.

	RIVERSTONE HOLDINGS LLC /s/ Peter Haskopoulos, Authorized Person	05/21/2018
	RIVERSTONE /GOWER MGMT CO HOLDINGS, L.P. By: Riverstone Management Group, L.L.C., its general partner /s/ Peter Haskopoulos, Manager	05/21/2018
	RIVERSTONE MANAGEMENT GROUP, L.L.C. /s/ Peter Haskopoulos, Manager	05/21/2018
	/s/ David M. Leuschen	05/21/2018
	/s/ Pierre F. Lapeyre, Jr.	05/21/2018
	** Signature of Reporting Person	Date
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