3//SEC Filing
BAYOU CITY ENERGY MANAGEMENT LLC 3
Accession 0000899243-18-016130
CIK 0001690769other
Filed
Jun 11, 8:00 PM ET
Accepted
Jun 12, 8:44 AM ET
Size
8.8 KB
Accession
0000899243-18-016130
Insider Transaction Report
Form 3
BAYOU CITY ENERGY MANAGEMENT LLC
Director10% Owner
Holdings
- (indirect: By LLC)
Class C Common Stock
From: 2018-08-08→ Class A Common Stock (3,942,773 underlying) - 0
Class A Common Stock
- (indirect: Through High Mesa Holdings, LP)
Class C Common Stock
From: 2018-08-08→ Class A Common Stock (77,362,566 underlying)
Footnotes (5)
- [F1](a) 57,649,390 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of Alta Mesa Resources, Inc. (the "Company"), which are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and (b) 19,713,176 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company that are issuable if the Class A Common Stock trades above certain thresholds (the "Earn-Out Shares"), in each case held by High Mesa Holdings, LP ("HMH").
- [F2](a) 2,140,750 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company, which are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and (b) 1,802,023 Earn-Out Shares, in each case, held by KFM Holdco, LLC ("KFM" and together with HMH, the "Alta Mesa Holders").
- [F3]The common units in SRII Opco, LP, shares of Class C Common Stock and Earn-Out Shares referenced in this filing were all issued pursuant to a business combination that closed on February 9, 2018 whereby the Company acquired all of the outstanding equity of Alta Mesa Holdings, LP from HMH and another person, and all of the outstanding equity of Kingfisher Midstream, LLC from KFM. The common units of SRII Opco, LP and the corresponding shares of Class C Common Stock of the Company issued to the Alta Mesa Holders in exchange for the equity of Alta Mesa Holdings, LP may not be converted into shares of Class A Common Stock until August 8, 2018.
- [F4](Continued from footnote 3) Bayou City Energy Management LLC ("BCEM") manages, directly or indirectly BCE-MESA Holdings, LLC and BCE-AMH Holdings, LLC which manage, directly or indirectly, each of the Alta Mesa Holders through High Mesa, Inc. Therefore, BCEM may be deemed to be the beneficial owner of all shares of the Company's Class A Common Stock beneficially owned by the Alta Mesa Holders.
- [F5]Each common unit of SRII Opco, LP combined with a corresponding share of Class C Common Stock of the Company issued to the Alta Mesa Holders in exchange for the equity of Alta Mesa Holdings, LP may be converted into one share of Class A Common Stock
Documents
Issuer
Alta Mesa Resources, Inc. /DE
CIK 0001690769
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001742941
Filing Metadata
- Form type
- 3
- Filed
- Jun 11, 8:00 PM ET
- Accepted
- Jun 12, 8:44 AM ET
- Size
- 8.8 KB