The Schedule 13D filed on February 27, 2017 (the “Schedule 13D”) by TOTAL SE (formerly known as TOTAL S.A.), a European company (societas europaea or SE) under the laws of the Republic of France (“Total SE”), and TOTAL Delaware, Inc., a Delaware corporation (“Total Delaware” and, together with Total SE, the “Reporting Persons”), relating to the common stock, par value $0.01 per share (the “Common Stock”), of Tellurian Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed on May 11, 2017, Amendment No. 2 filed on February 19, 2019, Amendment No. 3 filed on April 5, 2019, Amendment No. 4 filed on July 12, 2019 and Amendment No. 5 filed on July 10, 2020, is hereby amended and supplemented as set forth below by this Amendment No. 6 to the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following:
On July 31, 2020, Eric Festa has tendered his resignation as a director of the Issuer, effective immediately. Mr. Festa’s resignation is not a result of any disagreement between himself and the Issuer, its management, its board of directors, or any committee of its board of directors.
Mr. Festa was appointed as a director of the Issuer pursuant to the terms of the previously disclosed Voting Agreement, dated as of January 3, 2017, by and among the Issuer (then known as Magellan Petroleum Corporation), Tellurian Investments LLC (then known as Tellurian Investments Inc.), Total Delaware, Charif Souki, the Souki Family 2016 Trust, and Martin Houston (the “Voting Agreement”). Total Delaware does not currently intend to designate a replacement director under the Voting Agreement.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and supplemented with the following:
(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. As of the close of business on July 30, 2020, the Reporting Persons are the beneficial owner of 44,918,898 shares of Common Stock.
The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the 44,918,898 shares of Common Stock beneficially owned by the Reporting Persons as of the close of business on July 30, 2020 by (ii) 257,835,259 shares of Common Stock issued and outstanding as of April 24, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the Securities and Exchange Commission on May 4, 2020.
To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
(c) The table below specifies the date, amount and weighted average per share price of shares of Common Stock sold by the Reporting Persons since the most recent filing of Schedule 13D by the Reporting Persons. All transactions reflected in the table below were effected in the open market on the NASDAQ Capital Market. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in securities of the Issuer during such 60-day period.
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Reporting Person | | Trade Date | | | Number of Shares | | Price Per Share | |
Total Delaware, Inc. | | | 07/10/2020 | | | 150,000 | | $ | 1.0435 | (1) |
Total Delaware, Inc. | | | 07/29/2020 | | | 84,511 | | $ | 0.9864 | (2) |
Total Delaware, Inc. | | | 07/30/2020 | | | 87,401 | | $ | 0.9685 | (3) |
| (1) | The price reported is the weighted average price. The shares were sold in multiple transactions by Total Delaware, Inc. at prices ranging from $1.01 to $1.09 per share, inclusive. The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions. |
