| 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 Pressburg, LLC [ ROAN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/06/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A common stock | 12/06/2019 | D | 9,257,182(1)(2)(3)(4) | D | (1) | 0 | I | See Footnotes(2)(3)(4) | ||
| 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 | ||||||||
| Explanation of Responses: |
| 1. The Issuer, Citizen Energy Operating, LLC ("Citizen") and Citizen Energy Pressburg Inc., a subsidiary of Citizen ("Merger Sub"), are parties to that certain Agreement and Plan of Merger, dated October 1, 2019 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Citizen. At the effective time of the Merger (the "Effective Time"), each outstanding share of Class A common stock, $0.001 par value per share, of the Issuer were cancelled and converted into a right to receive $1.52 in cash per share. |
| 2. In addition to being a Director of the Issuer, the Reporting Person is also a Director and Co-Head of North American Credit at York Capital Management Global Advisors, LLC, a New York limited liability company ("YGA"). YGA, prior to the Merger, was the beneficial owner of 9,257,182 shares of Class A common stock of the Issuer ("Shares"), of which (i) 1,363,675 Shares were directly owned by York Capital Management, L.P., a Delaware limited partnership ("York Capital"), (ii) 138,824 Shares were directly owned by Exuma Capital, L.P., a Cayman Islands exempted limited partnership ("Exuma Capital"), (iii) 205,080 Shares were directly owned by York Select Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership ("York Select Master"), (iv) 3,166,708 Shares were directly owned by York Credit Opportunities Investments Master Fund, L.P., a Cayman Islands exempted limited partnership ("York Credit Opportunities Master"), |
| 3. (continued from footnote 2) (v) 1,896,980 Shares were directly owned by York Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership ("York Multi-Strategy") and (vi) 2,485,915 Shares were directly owned by York Credit Opportunities Fund, L.P., a Delaware limited partnership ("York Credit Opportunities" and together with Jorvik Multi-Strategy, York Capital, Exuma Capital, York Select Master, York Credit Opportunities Master and York Multi-Strategy collectively, the "York Capital Funds"). |
| 4. YGA is the sole managing member of the general partner of each of the York Capital Funds and exercises investment discretion over the York Capital Funds and accordingly may be deemed to have beneficial ownership over the Shares directly owned by the York Capital Funds. The Reporting Person may also be deemed to be the beneficial owner of these Shares, however the Reporting Person expressly disclaims beneficial ownership of the Shares in excess of his respective pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Shares for Section 16 or any other purpose. |
| Remarks: |
| /s/ Will Jordan, attorney-in-fact | 12/06/2019 | |
| ** 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. | ||
