SEC Form 4 · accession 0000905718-18-000312
Vanguard Natural Resources, Inc. · VNRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Dec 21, 2017
Accepted (ET)
Mar 9, 2018 · 6:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001384072
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F1,F2 | Dec 21, 2017 | A | 7,948 | $0.00 | A | 4,925,043 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The securities (the "Securities") of Vanguard Natural Resources, Inc. (the "Issuer") reported herein are held by one or more funds and accounts (the "Funds and Accounts") advised by Marathon Asset Management, L.P. (the "Reporting Person"). The Reporting Person, in its capacity as the investment manager of the Funds and Accounts, has sole power to vote and direct the disposition of all Securities held by the Funds and Accounts. Thus, for purposes Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to beneficially own the Securities reported herein.
- F2This report shall not be deemed an admission that the Reporting Person, each Fund and Account or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Exchange Act, or for any other purpose. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest in the Funds and Accounts, if any.
- F3Securities acquired as a delayed distribution from the Issuer to certain claimholders, including the Reporting Person, in connection with the Issuer's emergence from bankruptcy and in accordance with the Issuer's plan of reorganization which was effectuated on August 1, 2017. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest of such Securities by the Reporting Person.
Remarks
Solely for purposes of Section 16 of the Exchange Act, the Reporting Person may be deemed to be a director-by-deputization by virtue of the Reporting Person having a representative on the board of directors of the Issuer (the "Board"). Michael V. Alexander, an employee of the Reporting Person and/or one of its affiliates, is a member of the Board.