Daniel Goodman Form 3 LILIS ENERGY / Tomas Ackerman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

OneEnergy Partners Operating, LLC

(Last) (First) (Middle)

C/O CARNELIAN ENERGY CAPITAL, L.P.

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2018

3. Issuer Name and Ticker or Trading Symbol
LILIS ENERGY, INC. [ LLEX ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,940,722	I	See Footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

OneEnergy Partners Operating, LLC

(Last) (First) (Middle)

C/O CARNELIAN ENERGY CAPITAL, L.P.

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OneEnergy Partners Management Holdings, LLC

(Last) (First) (Middle)

C/O CARNELIAN ENERGY CAPITAL, L.P.

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OneEnergy Partners, LLC

(Last) (First) (Middle)

C/O CARNELIAN ENERGY CAPITAL, L.P.

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carnelian OneEnergy Holdings, LLC

(Last) (First) (Middle)

C/O CARNELIAN ENERGY CAPITAL, L.P.

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carnelian Energy Capital, L.P.

(Last) (First) (Middle)

C/O CARNELIAN ENERGY CAPITAL, L.P.

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carnelian Energy Capital GP, L.P.

(Last) (First) (Middle)

C/O CARNELIAN ENERGY CAPITAL, L.P.

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ackerman Tomas

(Last) (First) (Middle)

C/O CARNELIAN ENERGY CAPITAL, L.P.

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goodman Daniel

(Last) (First) (Middle)

C/O CARNELIAN ENERGY CAPITAL, L.P.

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

Explanation of Responses:

1. OneEnergy Partners Operating, LLC is the direct owner of 6,940,722 shares of Common Stock acquired on March 15, 2018 in connection with the divestiture of certain assets to LLEX. OneEnergy Partners, LLC and OneEnergy Partners Management Holdings, LLC each own 99.99% and 0.01% of OneEnergy Partners Operating, LLC, respectively. Carnelian OneEnergy Holdings, LLC owns 98% of OneEnergy Partners, LLC. Carnelian Energy Capital, L.P. is the sole member of Carnelian OneEnergy Holdings, LLC. Carnelian Energy Capital GP, L.P. is the general partner of Carnelian Energy Capital, L.P.

2. Tomas Ackerman and Daniel Goodman are the principals of Carnelian Energy Capital, L.P. and the partners of Carnelian Energy Capital GP, L.P., with discretionary control over the assets of Carnelian Energy Capital, L.P. Each of the Reporting Persons (other than to the extent the Reporting Person directly holds securities reported herein) disclaims beneficial ownership of the securities except to the extent of the Reporting Person's pecuniary interest therein and inclusion of the securities in this report shall not be deemed an admission of beneficial ownership.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney Exhibit 99.1 - Joint Filing Agreement

	/s/ Jeffrey Gilbert, by power of attorney	03/21/2018
	** Signature of Reporting Person	Date
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