Talos Energy (TALO) Form 4 TALOS ENERGY / DAVID M LEUSCHEN 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^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2022

4. 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 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	05/31/2022		S(1)		78,542	D	$21.5802(2)	13,752,574	I	See footnotes(3)(4)(5)
Common Stock	05/31/2022		S(1)		81,358	D	$22.4925(6)	13,671,216	I	See footnotes(3)(4)(5)
Common Stock	05/31/2022		S(1)		100	D	$23	13,671,116	I	See footnotes(3)(4)(5)
Common Stock	06/01/2022		S(1)		269,830	D	$22.7614(7)	13,401,286	I	See footnotes(3)(4)(5)
Common Stock	06/01/2022		S(1)		34,363	D	$23.0501(8)	13,366,923	I	See footnotes(3)(4)(5)

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

1. Name and Address of Reporting Person^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

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)

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)

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)

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)

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ILX Holdings II, LLC

(Last) (First) (Middle)

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.27 to $21.995. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Following the transactions reported herein, includes 9,072,292 shares held of record by Riverstone Talos Energy Equityco LLC ("Riverstone Equityco"), 834,536 shares held of record by Riverstone Talos Energy Debtco LLC ("Riverstone Debtco"), 2,993,286 shares held of record by ILX Holdings II, LLC ("ILX II"), and 466,809 shares held of record by Riverstone V Castex 2014 Holdings, L.P. ("Castex 2014").

4. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C., which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Riverstone Holdings"), 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. ("Riverstone Energy Partners V"), 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.

5. In addition, Riverstone Energy Partners V owns an indirect interest in Castex 2014 and in ILX II. Each of the foregoing entity or person disclaims any such beneficial ownership of the securities reported herein 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.96. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.99. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.00 to $23.205. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

Due to the limitations of the electronic filing system, Riverstone Talos Energy Equityco LLC, Riverstone Talos Energy Debtco LLC, 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, and Riverstone Energy GP V Corp. are filing a separate Form 4.

	Riverstone Holdings LLC, By: /s/ Peter Haskopoulos, Authorized Person	06/02/2022
	Riverstone/Gower Mgmt Co. Holdings, L.P., By: Riverstone Management Group, L.L.C., its general partner, By: /s/ Peter Haskopoulos, Manager	06/02/2022
	Riverstone Management Group, L.L.C., By: /s/ Peter Haskopoulos, Manager	06/02/2022
	/s/ David M. Leuschen	06/02/2022
	/s/ Pierre F. Lapeyre, Jr.	06/02/2022
	ILX Holdings II, LLC, By: /s/ Peter Haskopoulos, Managing Director	06/02/2022
	** Signature of Reporting Person	Date
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