UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 8-K

_____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 1723, 2019 ~~(September 12, 2019)~~

_____________________________________

Alta Mesa Resources, Inc.

(Exact Name of Registrant as Specified in Charter)

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Delaware	001-38040	81-4433840
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

15021 Katy Freeway, Suite 400, Houston, Texas 77094

(Address of Principal Executive Offices) (Zip Code)

281-530-0991

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	AMR	The Nasdaq Capital Market
Class A Common Stock, par value $0.0001 per share	AMRQQ	OTC Pink Marketplace
Warrants to purchase one share of Class A Common Stock	AMRWQ	OTC Pink Marketplace



Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0307. ~~Bankruptcy~~ orSubmission ~~Receivership~~of Matters to a Vote of Security Holders.

AsOn ~~previously~~October ~~disclosed~~23, ~~on September 11,~~ 2019, Alta Mesa Resources, Inc. (“AMR”) ~~and~~held ~~certain of~~ its ~~subsidiaries~~Annual ~~(together~~Meeting ~~with AMR, the “Company”) commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11~~ of ~~the~~Stockholders. In ~~United~~connection ~~States~~with ~~Bankruptcy Code (~~the ~~“Bankruptcy~~meeting, ~~Code”)~~proxies inwere ~~the~~solicited ~~United~~pursuant ~~States~~to ~~Bankruptcy Court for~~ the ~~Southern~~Securities ~~District~~Exchange Act of ~~Texas (the “Bankruptcy Court”)~~1934. Following ~~The~~are ~~Bankruptcy~~the ~~Court~~voting ~~has~~results ~~granted~~on ~~a motion seeking joint administration of~~ the ~~Chapter~~matters 11voted ~~Cases~~upon ~~under~~at the ~~caption In re Alta Mesa Resources~~meeting, ~~Inc.,~~all etof ~~al.,~~which ~~Case No. 19-35133. Bankruptcy Court filings~~ are, ~~and~~described ~~other~~more ~~information~~fully ~~related~~in toour ~~the~~2019 ~~Chapter~~Proxy ~~11 Cases is, available at a website administered by the Company’s claims agent, Prime Clerk, at http://cases~~Statement.~~primeclerk.com/altamesa.~~

~~On September 12, 2019, the Bankruptcy Court entered orders granting the Company relief on several motions filed by the Company~~1. ~~Among~~ Two ~~others,~~Class ~~the~~II ~~Bankruptcy~~directors ~~Court~~were ~~entered~~elected ~~an interim order (the “Interim Order”) designed~~ to ~~assist AMR in preserving certain of its tax attributes by establishing notification and hearing procedures relating to proposed transfers of its common stock and~~ the ~~taking of worthless stock deductions and setting a final hearing to consider the issues addressed in the Interim Order~~Board. These ~~The~~directors ~~Interim~~will Order requires, among other things, that (i) any entity (as defined in the Bankruptcy Code) seeking to acquire ownership of more than approximately 4.5% of AMR’s common stock (the holders of at least 4.5% of AMR’s common stock, the “Substantial Shareholders”) file with the Bankruptcy Court and serve onfor ~~certain parties specified in the order (the “Notice Parties”)~~ a ~~Declaration~~term of ~~Status~~three asyears aexpiring ~~Substantial~~at ~~Shareholder and Declaration of Intent to Accumulate Common Stock and (ii) any Substantial Shareholder seeking to acquire or dispose of~~ AMR’s ~~common~~Annual ~~stock~~Meeting ~~file with the Bankruptcy Court and serve on the Notice Parties a Declaration~~ of ~~Intent~~Stockholders to ~~Accumulate~~be ~~Common~~held ~~Stock (~~in ~~the~~2022 ~~case~~and ofuntil ~~acquisitions)~~his or ~~Declaration~~her ofsuccessor ~~Proposed Transfer (in the case of dispositions). The Interim Order~~ is ~~currently~~duly ~~binding~~elected onand those entities that were provided notice of the Company’s request for its entry on or prior to September 12, 2019 but may become binding on all entities following a Bankruptcy Court hearing scheduled for September 19, 2019 at 11:15 aqualified.~~m. (Central time), as specified in the Interim Order.~~

The foregoing description of the Interim Order does not purport to be complete and is qualified in its entirety by reference to the Interim Order filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.



NOMINEE	FOR	WITHHOLD	BROKER NON-VOTES
Jeffrey H. Tepper	277,550,489	31,195,367	37,533,317
Diana J. Walters	278,276,491	30,469,365	37,533,317

~~Item 3~~2.~~01. Notice~~ KPMG, ofLLP ~~Delisting~~was orratified ~~Failure~~as toour ~~Satisfy~~independent aauditor ~~Continued~~for ~~Listing Rule or Standard; Transfer of Listing~~2019.

On September 13, 2019, AMR received a letter from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) notifying AMR that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq has determined that AMR’s common stock will be delisted from Nasdaq. AMR does not intend to file a plan to regain compliance or request an appeal of this determination, and accordingly, trading of our common stock and warrants will be suspended at the opening of business on September 24, 2019 and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove AMR’s common stock and warrants from listing and registration on Nasdaq. The Company expects the common stock and warrants to be traded over-the-counter under the symbol “AMRQ” and “AMRWWQ”.



FOR	AGAINST	ABSTAIN
343,702,362	1,663,665	913,146

~~Item 9~~3.~~01. Financial~~ The ~~Statements~~compensation ~~and~~of ~~Exhibits.~~our named executive officers was approved, on an advisory basis.

(d) Exhibits.



FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
270,853,990	36,463,159	1,428,707	37,533,317

Exhibit No.	Description
99.1	Interim Order
99.2	Press Release dated September 17, 2019

4. An annual advisory vote on compensation for our named executive officers was approved, on an advisory basis.



EVERY YEAR	EVERY TWO YEARS	EVERY THREE YEARS	ABSTAIN	BROKER NON-VOTES
306,780,815	235,757	1,522,674	206,610	37,533,317

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Alta Mesa Resources, Inc.
Date: September 17, 2019	By:	/s/ John C. Regan
Date: October 31, 2019	By:	/s/ John C. Regan
	Name:	John C. Regan
	Title:	Chief Financial Officer

Filing Compare · Alta Mesa Resources, Inc. /DE