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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TALOS ENERGY INC. [ TALO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/08/2022 | S | 4,000,000 | D | $17.405 | 16,270,024 | I | See footnotes(1)(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Following the transactions reported herein, includes 11,042,670 shares held of record by Riverstone Talos Energy Equityco LLC ("Riverstone Equityco"), 1,015,781 shares held of record by Riverstone Talos Energy Debtco LLC ("Riverstone Debtco"), 3,643,382 shares held of record by ILX Holdings II, LLC ("ILX II"), no shares held of record by ILX Holdings III, LLC ("ILX III"), no shares held of record by REL US Partnership, LLC ("REL US Partnership"), and 568,191 shares held of record by Riverstone V Castex 2014 Holdings, L.P. ("Castex 2014"). |
| 2. 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. |
| 3. In addition, Riverstone Energy Partners V owns an indirect interest in Castex 2014 and in ILX II, Riverstone Holdings is the owner of the ultimate general partner of ILX III, and Riverstone/Gower is the owner of the ultimate general partner of REL US Partnership. 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. |
| Remarks: |
| Due to the limitations of the electronic filing system, Riverstone Holdings LLC, Riverstone /Gower Mgmt Co Holdings, L.P., Riverstone Management Group, L.L.C., David M. Leuschen, and Pierre F. Lapeyre Jr. are filing a separate Form 4. |
| Riverstone Talos Energy Equityco LLC, By: /s/ Peter Haskopoulos, Managing Director | 03/10/2022 | |
| Riverstone V Talos Holdings, L.P., By: Riverstone Energy Partners V, L.P., its general partner, By: Riverstone Energy GP V, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 03/10/2022 | |
| Riverstone Global Energy and Power Fund V (FT), L.P. By: Riverstone Energy Partners V, L.P., its general partner, By: Riverstone Energy GP V, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 03/10/2022 | |
| Riverstone Energy Partners V, L.P, By: Riverstone Energy GP V, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 03/10/2022 | |
| Riverstone Energy GP V, LLC, By: /s/ Peter Haskopoulos, Managing Director | 03/10/2022 | |
| Riverstone Energy GP V Corp., By: /s/ Peter Haskopoulos, Director | 03/10/2022 | |
| Riverstone Talos Energy Debtco LLC, By: /s/ Peter Haskopoulos, Managing Director | 03/10/2022 | |
| REL US Partnership, LLC, By: /s/ Peter Haskopoulos, Managing Director | 03/10/2022 | |
| Riverstone V Castex 2014 Holdings, L.P., By: Riverstone Global Energy and Power Fund V (FT), L.P. By: Riverstone Energy Partners V, L.P., its general partner By: Riverstone Energy GP V, LLC, its general partner By: /s/ Peter Haskopoulos, Managing Director | 03/10/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||