SEC Form 3 · accession 0001144204-18-058038
ROAN RESOURCES, INC. · ROAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
JVL Advisors, L.L.C.
10% Owner
Period of report
Nov 7, 2018
Accepted (ET)
Nov 7, 2018 · 5:19 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,F4 | holding | — | — | — | 77,604,936 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person, 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, LLC ("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 the Reporting Person has nominated three. Roan Holdings holds 76,269,766 shares of Class A Common Stock of the Issuer.
- F2The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings; thus, it may also be deemed to be the beneficial owner of such securities. The Reporting Person disclaims any beneficial ownership of the reported securities owned by Roan Holdings in excess of the Reporting Person's pecuniary interest in such securities 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.
- F3The Reporting Person is the ultimate controlling entity of each of Navitas Fund, LP, Luxiver, LP, Hephaestus Energy Fund, LP, Children's Energy Fund, LP, LVPU, LP, Asklepios Energy Fund, LP, Panakeia Energy Fund, LP and Blackbird 1846 Energy Fund, LP (collectively, the "Partnerships"). The Partnerships collectively hold 1,335,170 shares of Class A Common Stock of the Issuer. Because of its control over, and investment management relationship with, the Partnerships, the Reporting Person may be deemed to have voting and dispositive power over the securities owned by the Partnerships; thus, the Reporting Person may also be deemed to be the beneficial owner of such securities.
- F4The Reporting Person and each Partnership disclaims any beneficial ownership of the reported securities owned by the Partnerships in excess of Reporting Person or such Partnership's pecuniary interest in such securities 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".