SEC Form 4 · accession 0001104659-18-073629
Chaparral Energy, Inc. · CHAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Strategic Value Partners, LLC
Director · 10% Owner
Victor Khosla
Director · 10% Owner
SVP Special Situations III LLC
Director · 10% Owner
SVP Special Situations III-A LLC
Director · 10% Owner
SVP Special Situations IV LLC
Director · 10% Owner
Period of report
Dec 15, 2018
Accepted (ET)
Dec 18, 2018 · 8:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001346980
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 | Dec 15, 2018 | C | 246,925 | — | A | 1,399,807 | I | See footnotes |
| Class A Common StockF1,F2,F4 | Dec 15, 2018 | C | 234,938 | — | A | 1,331,851 | I | See footnotes |
| Class A Common StockF1,F2,F5 | Dec 15, 2018 | C | 360,987 | — | A | 3,566,285 | I | See footnotes |
| Class A Common StockF1,F2,F6 | Dec 15, 2018 | C | 195,637 | — | A | 1,510,994 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF7,F1,F2,F3 | — | Dec 15, 2018 | C | 246,925 | D | — | — | Class A Common Stock | 246,925 | 0 | I |
| Class B Common StockF7,F1,F2,F4 | — | Dec 15, 2018 | C | 234,938 | D | — | — | Class A Common Stock | 234,938 | 0 | I |
| Class B Common StockF7,F1,F2,F5 | — | Dec 15, 2018 | C | 360,987 | D | — | — | Class A Common Stock | 360,987 | 0 | I |
| Class B Common StockF7,F1,F2,F6 | — | Dec 15, 2018 | C | 195,637 | D | — | — | Class A Common Stock | 195,637 | 0 | I |
Explanation of responses
- F1The reported securities are held directly by Strategic Value Master Fund, Ltd., Strategic Value Special Situations Master Fund III, L.P., Strategic Value Special Situations Master Fund IV, L.P.; and Strategic Value Opportunities Fund, L.P. (together, the "Funds"), and may be deemed to be held indirectly by Strategic Value Partners, LLC ("Strategic Value Partners"), SVP Special Situations III LLC ("Special Situations III"), SVP Special Situations IV LLC ("Special Situations IV"), and SVP Special Situations III-A LLC ("Special Situations III-A"), each as investment manager, and Victor Khosla ("Mr. Khosla" and together with Strategic Value Partners, Strategic Value Partners, Special Situations III, Special Situations IV, and Special Situations III-A, the "Reporting Persons"), as the sole member of Midwood Holdings, LLC, the managing member of Strategic Value Partners, in each case as described below.
- F2The filing of this Form 4 shall not be construed as an admission that the Reporting Persons or the Funds are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any securities of Chaparral Energy, Inc. (the "Issuer"). The Reporting Persons and the Funds disclaim such beneficial ownership, except to the extent of their pecuniary interest.
- F3Held directly by Strategic Value Master Fund, Ltd., a Cayman Islands exempted company. Strategic Value Partners is the investment manager of, and exercises investment discretion over Strategic Value Master Fund, Ltd.. Strategic Value Partners is indirectly majority owned and controlled by Mr. Khosla.
- F4Held directly by Strategic Value Special Situations Master Fund III, L.P., a Cayman Islands exempted limited partnership. Special Situations III is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund III, L.P. Each of Strategic Value Special Situations Fund III, L.P., a Delaware limited partnership, and Strategic Value Special Situations Offshore Fund III, L.P., a Cayman Islands exempted limited partnership, holds limited partnership interests in Strategic Value Special Situations Master Fund III, L.P. Strategic Value Partners is the managing member of Special Situations III. Strategic Value Partners and Special Situations III are both indirectly majority owned and controlled by Mr. Khosla.
- F5Held directly by Strategic Value Special Situations Master Fund IV, L.P., a Cayman Islands exempted limited partnership. Special Situations IV is the investment manager of, and exercises discretion over Strategic Value Special Situations Master Fund IV, L.P. Each of Strategic Value Special Situations Fund IV, L.P., a Delaware limited partnership, and Strategic Value Special Situations Offshore Fund IV, L.P., a Cayman Islands exempted limited partnership, holds limited partnership interests in Strategic Value Special Situations Master Fund IV, L.P. Strategic Value Partners is the managing member of Special Situations IV. Strategic Value Partners and Special Situations IV are both indirectly majority owned and controlled by Mr. Khosla.
- F6Held directly by Strategic Value Opportunities Fund, L.P., a Cayman Islands exempted limited partnership. Special Situations III-A is the investment manager of, and exercises investment discretion over Strategic Value Opportunities Fund, L.P. Strategic Value Partners is the managing member of Special Situations III-A. Strategic Value Opportunities Feeder Fund, Ltd. holds limited partnership interests in Strategic Value Opportunities Fund, L.P. Strategic Value Partners and Special Situations III-A are both indirectly majority owned and controlled by Mr. Khosla.
- F7Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), the Issuer's Class B Common Stock, par value $0.01 per share, converts automatically into shares of the Issuer's Class A Common Stock, par value $0.01 per share, upon the earliest to occur of the following: (i) December 15, 2018, (ii) the occurrence and effectiveness of a Redemption, and (iii) the date a Qualified Listing occurs with respect to Class A Common Stock in connection with an Underwritten Takedown or an initial public offering pursuant to an effective Registration Statement under the Securities Act of 1933, as amended. Capitalized terms used in this footnote shall have the same meaning as those terms are defined in the Issuer's Certificate of Incorporation.