Talos Energy (TALO) Form 4 TALOS ENERGY / Shandell Szabo 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^*

Szabo Shandell

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2023

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(1)(2)	02/13/2023		A(1)(2)		27,442	A	(1)(2)	27,442	I	See Footnote(3)

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

Explanation of Responses:

1. This Form 4 reports securities acquired in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 21, 2022 (the "Merger Agreement"), by and among Talos Energy Inc. (the "Issuer"), EnVen Energy Corporation ("EnVen") and the other parties thereto, in which Talos acquired EnVen in a transaction through a series of mergers (the "Transaction"). As partial consideration for the acquisition of EnVen, the holders of Class A common stock, par value $0.001 per share, of EnVen ("EnVen Common Stock") immediately prior to the First Effective Time (as defined in the Merger Agreement) were entitled to collectively receive an aggregate of 43,800,000 shares of common stock, par value $0.01 per share of the Issuer ("Talos Common Stock").

2. (Continued from Footnote 1) On February 13, 2023, the Transaction closed and as of immediately prior the First Effective Time the reporting person indirectly held a total of 23,838 shares of EnVen Common Stock, which were converted into the right to receive 27,442 shares of Talos Common Stock in respect of the portion of the Aggregate Stock Consideration (as defined in the Merger Agreement) to which the reporting person was entitled.

3. Represents shares held by Motown Five Investments, LLC ("Motown Five Investments"). The reporting person is the managing member of Motown Five Investments and has the authority to vote or dispose of the shares held by Motown Five Investments in her sole discretion. The reporting person disclaims beneficial ownership of the shares held by Motown Five Investments in excess of her pecuniary interest therein.

Remarks:

	/s/ William S. Moss III, attorney-in-fact	02/14/2023
	** 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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