Talos Energy (TALO) Form 4/A TALOS ENERGY / III Shannon E. Young, 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^*

Young, III Shannon E.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/08/2022

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(1)	03/05/2022		A		38,704(2)	A	$0.00	116,727(2)	D
Common Stock								283,483(3)	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
Performance Share Unit	(4)	03/05/2022		A		38,704(5)		(4)	(4)	Common Stock	38,704(5)	$0.00	38,704(5)	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock, par value $0.01 per share (a "Share"), of Talos Energy Inc. (the "Issuer"). The RSUs were issued pursuant to the Talos Energy Inc. Long Term Incentive Plan and will vest ratably on each of March 5, 2023, March 5, 2024 and March 5, 2025.

2. On March 8, 2022, the reporting person filed a Form 4, which inadvertently reported that he was granted 36,331 RSUs. This amended Form 4 is being filed for the purpose of amending and restating the disclosure regarding that transaction in the initial Form 4, to correctly reflect that the reporting person was granted 38,704 RSUs.

3. On March 8, 2022, the reporting person filed a Form 4, which inadvertently reported in Table I, column 5 that the amount of securities beneficially owned following the three reported transactions was 273,210 Shares. This amended Form 4 is being filed for the purpose of amending the disclosure. The reporting person beneficially owned, as of the date of the original Form 4 filed on March 8, 2022, 275,583 Shares, and the reporting person beneficially owns, as of the date of this amended filing, 283,483 Shares.

4. Each performance share unit ("PSU") represents a contingent right to receive one Share. Between 0% and 200% of the target number of PSUs granted are eligible to vest based on continued employment and the Issuer's annualized absolute total shareholder return over the period from January 1, 2022 through December 31, 2024.

5. On March 8, 2022, the reporting person filed a Form 4, which inadvertently reported that he was granted 36,331 PSUs. This amended Form 4 is being filed for the purpose of amending and restating the disclosure regarding that transaction in the initial Form 4, to correctly reflect that the reporting person was granted 38,704 PSUs.

Remarks:

Executive Vice President & Chief Financial Officer

	/s/ William S. Moss III, attorney-in-fact	09/30/2022
	** 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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