SEC Form 4 · accession 0000899243-18-002706
LILIS ENERGY, INC. · LLEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
VARDE PARTNERS INC
10% Owner
VARDE PARTNERS LP
10% Owner
VARDE INVESTMENT PARTNERS LP
10% Owner
Varde Investment Partners G.P., LLC
10% Owner
Period of report
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 6:40 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Paricipating Preferred StockF1,F2,F4,F10,F11,F12,F3 | $6.15 | Jan 31, 2018 | P | 41,600 | A | Jan 31, 2018 | — | Common Stock, $0.001 par value | 8,117,073 | 18,134,353 | I |
| Series C Convertible Paricipating Preferred StockF1,F2,F5,F10,F11,F12,F3 | $6.15 | Jan 31, 2018 | P | 29,600 | A | Jan 31, 2018 | — | Common Stock, $0.001 par value | 5,775,610 | 12,903,290 | I |
| Series C Convertible Paricipating Preferred StockF1,F2,F6,F10,F11,F12,F3 | $6.15 | Jan 31, 2018 | P | 13,000 | A | Jan 31, 2018 | — | Common Stock, $0.001 par value | 2,536,585 | 5,666,985 | I |
| Series C Convertible Paricipating Preferred StockF1,F2,F7,F10,F11,F12,F3 | $6.15 | Jan 31, 2018 | P | 6,000 | A | Jan 31, 2018 | — | Common Stock, $0.001 par value | 1,170,731 | 2,615,532 | I |
| Series C Convertible Paricipating Preferred StockF1,F2,F8,F10,F11,F12,F3 | $6.15 | Jan 31, 2018 | P | 3,000 | A | Jan 31, 2018 | — | Common Stock, $0.001 par value | 585,365 | 1,307,766 | I |
| Series C Convertible Paricipating Preferred StockF1,F2,F9,F10,F11,F12,F3 | $6.15 | Jan 31, 2018 | P | 6,800 | A | Jan 31, 2018 | — | Common Stock, $0.001 par value | 1,326,829 | 2,964,269 | I |
Explanation of responses
- F1On January 30, 2018, the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Purchasers") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which on January 31, 2018 (the "Closing Date") the Purchasers purchased 100,000 shares of Series C Preferred Stock, from the Issuer in a private placement.
- 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 Series C Preferred Stock 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.
- F2The Series C Preferred Stock is perpetual and has no expiration date.
- F3The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock.
- F4Reflects securities held directly by Fund XI. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI.
- F5Reflects securities held directly by 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 Skyway Fund. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund.
- F7Reflects securities held directly by VIPO. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIP Offshore.
- F8Reflects securities held directly by The Fund VI-A. VIP GP is the general partner of Fund VI-A.
- F910 Reflects securities held directly by VIP. VIP GP is the general partner of Fund VIP.