SEC Form 4 · accession 0000899243-17-018297
LILIS ENERGY, INC. · LLEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Varde Fund XI G.P., LLC
10% Owner
Varde Fund XII G.P., L.P.
10% Owner
Varde Fund XII (Master), L.P.
10% Owner
Varde Skyway Master Fund, L.P.
10% Owner
Varde Fund XI (Master), L.P.
10% Owner
Varde Skyway fund G.P., LLC
10% Owner
Varde Fund XII UGP, LLC
10% Owner
Varde Fund VI-A, L.P.
10% Owner
George G Hicks
10% Owner
Period of report
Jul 13, 2017
Accepted (ET)
Jul 14, 2017 · 5:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001437557
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible DebtF1,F2,F4,F10,F11,F12,F3 | $5.50 | Apr 26, 2017 | J | 228,130 | A | Apr 26, 2017 | Apr 26, 2021 | Common Stock, $0.001 par value | 228,130 | 5,421,614 | I |
| Convertible DebtF1,F2,F5,F10,F11,F12,F3 | $5.50 | Apr 26, 2017 | J | 162,324 | A | Apr 26, 2017 | Apr 26, 2021 | Common Stock, $0.001 par value | 162,324 | 3,857,687 | I |
| Convertible DebtF1,F2,F6,F10,F11,F12,F3 | $5.50 | Apr 26, 2017 | J | 71,290 | A | Apr 26, 2017 | Apr 26, 2021 | Common Stock, $0.001 par value | 71,290 | 1,694,254 | I |
| Convertible DebtF1,F2,F7,F10,F11,F12,F3 | $5.50 | Apr 26, 2017 | J | 32,903 | A | Apr 26, 2017 | Apr 26, 2021 | Common Stock, $0.001 par value | 32,903 | 781,963 | I |
| Convertible DebtF1,F2,F8,F10,F11,F12,F3 | $5.50 | Apr 26, 2017 | J | 16,451 | A | Apr 26, 2017 | Apr 26, 2021 | Common Stock, $0.001 par value | 16,451 | 390,981 | I |
| Convertible DebtF1,F2,F9,F10,F11,F12,F3 | $5.50 | Apr 26, 2017 | J | 37,291 | A | Apr 26, 2017 | Apr 26, 2021 | Common Stock, $0.001 par value | 37,291 | 886,225 | I |
Explanation of responses
- F1On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. 70% of the aggregate principal amount of the term loan, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share.
- F10Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities.
- F11Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4.
- F12Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F2(Continued from Footnote 1) On July 13, 2017, at a special meeting of the Issuer's stockholders, the Issuer's stockholders approved the issuance of shares of Common Stock upon conversion of the term loan to remove the share cap limiting conversion of the term loan to an amount which would not result in any Lender together with its affiliates and the other members of any "group" (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act) including such Lender, owning in excess of 19.999% of the outstanding common stock of the Issuer (the "Share Cap").
- F3The amount reported reflects an incease in the amount of shares of Common Stock issuable upon conversion of the Initial Term Loan after the removal of the Share Cap.
- F4Reflects securities held directly by The Varde Fund XI (Master), L.P. ("Fund XI"). The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI.
- F5Reflects securities held directly by The Varde Fund XII (Master), L.P. ("Fund XII"). The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP.
- F6Reflects securities held directly by The Varde Skyway Master Fund, L.P. ("Skyway Fund"). The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund.
- F7Reflects securities held directly by Varde Investment Partners (Offshore) Master, L.P. ("VIP Offshore"). Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIP Offshore.
- F8Reflects securities held directly by The Varde Fund VI-A, L.P. ("Fund VI-A"). VIP GP is the general partner of Fund VI-A.
- F9Reflects securities held directly by Varde Investment Partners, L.P. ("VIP"). VIP GP is the general partner of Fund VIP.