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 Alta Mesa Resources, Inc. /DE [ AMR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/13/2018 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Class C Common Stock(1) | (1) | 11/13/2018 | J(2) | 2,752,312 | 08/08/2018 | (1) | Class A Common Stock | 2,752,312 | (3) | 2,752,312 | D | ||||
Class C Common Stock(1) | (1) | 08/08/2018 | (1) | Class A Common Stock | 518,300 | 518,300 | I | By High Mesa Holdings, LP(4) |
Explanation of Responses: |
1. Common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of Alta Mesa Resources, Inc. (the "Company"), are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and have no expiration date. |
2. The securities were distributed to MME Mission Hope, LLC ("Mission Hope") by High Mesa Holdings, LP ("HMH LP") in exchange for Mission Hope's Class A Common Units in HMH LP (the "Distribution"). The Distribution changed the method of ownership of such securities from indirect to direct. |
3. In the Distribution, the common units of SRII Opco, LP and shares of Class C Common Stock of the Company, considered as a unit, were exchanged for Mission Hope's Class A Common Units in HMH LP in redemption of the Class A Common Units. No value was assigned to any of the securities in the transaction. |
4. The reporting person's proportionate share of (a) 134,422,824 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 46,906,960 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 HMH LP. |
Remarks: |
/s/ Kimberly o. Warnica, Attorney-in-Fact | 11/15/2018 | |
** 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. |