SEC Form 3 · accession 0000899243-18-028448
ROAN RESOURCES, INC. · ROAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Lovoi
Director
Period of report
Nov 7, 2018
Accepted (ET)
Nov 7, 2018 · 4:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001326428
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1,F2,F3 | holding | — | — | — | 77,604,936 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F176,269,766 shares of Class A common stock held directly by Roan Holdings, LLC ("Roan Holdings"). JVL Advisors, LLC ("JVL"), indirectly through its investment management arrangements with Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, LP, Children's Energy Fund, LP, SPQR Energy, LP and Panakeia Energy Fund, LP, beneficially owns an approximate 73.61% interest in Roan Holdings and has the contractual right to nominate a majority of the members of the board of managers of Roan Holdings, which board of managers exercises voting and dispositive power over all securities held by Roan Holdings. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, one of which is the Reporting Person.
- F2(Continued from Footnote 1) The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings; thus, the Reporting Person may also be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of the reported securities in excess of his respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose.
- F31,335,170 shares of Class A common stock held by various entities (the "Lovoi Entities") controlled indirectly by the Reporting Person through JVL. The Reporting Person is the sole member and manager of, and exercises investment management control over, JVL. Through JVL, the Reporting Person exercises voting and dispositive power over all securities held by the Lovoi Entities and may be deemed to be the beneficial owner thereof. Each of the Reporting Person, JVL and the Lovoi Entities disclaims beneficial ownership of the reported securities in excess of such entity's or person's respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose.
Remarks
This Form 3 is being filed in connection with the registration of the Issuer's Class A common stock under Section 12 of the Securities Act of 1933, as amended, and listing on the New York Stock Exchange under the trading symbol "ROAN".