Talos Energy (TALO) Form 4 TALOS ENERGY / Timothy S. Duncan 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

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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^*

Duncan Timothy S.

(Last) (First) (Middle)

333 CLAY STREET, SUITE 3300

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2021

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	03/05/2021		F		18,530(1)	D	$12.03	212,158	D

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
Restricted Stock Units(2)	(3)	03/08/2021		A		100,858		(3)	(3)	Common Stock	100,858	$0.00	100,858	D

Explanation of Responses:

1. Represents shares withheld by Talos Energy Inc. (the "Issuer") to satisfy tax withholding obligations upon the vesting of previously granted restricted stock units issued pursuant to the Talos Energy Inc. Long Term Incentive Plan (the "2018 LTIP") dated May 18, 2018.

2. These derivative securities were issued pursuant to the Talos Energy Inc. 2021 Long Term Incentive Plan (the "2021 LTIP"), which was adopted by the Issuer on March 8, 2021. If the Issuer's stockholders approve the 2021 LTIP at the Issuer's 2021 Annual Meeting of the Stockholders, each restricted stock unit will be settled in one share common stock, par value $0.01 per share ("common stock") of the Issuer. If the Issuer's stockholders do not approve the 2021 LTIP at the Issuer's 2021 Annual Meeting of the Stockholders, each restricted stock unit will be settled in an amount of cash equal in value to one share of common stock.

3. Each restricted stock unit will vest ratably on each of March 8, 2022, March 8, 2023 and March 8, 2024, in each case, subject to continued service and employment throughout the applicable vesting period. The restricted stock units are compensatory awards and were received for no cash consideration.

Remarks:

President & Chief Executive Officer

	/s/ William S. Moss, III, attorney-in-fact	03/09/2021
	** 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).
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