SEC Form 4 · accession 0001209191-15-008035
Montage Resources Corp · MR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
D Martin Phillips
Director · 10% Owner
David B Miller
10% Owner
Gary R Petersen
10% Owner
Robert L Zorich
Director · 10% Owner
EnCap Investments GP, L.L.C.
10% Owner
RNBD GP LLC
10% Owner
EnCap Energy Capital Fund VIII, L.P.
10% Owner
EnCap Energy Capital Fund IX, L.P.
10% Owner
Eclipse Resources Holdings, LP
10% Owner
Period of report
Jan 28, 2015
Accepted (ET)
Jan 30, 2015 · 6:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001600470
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3 | Jan 28, 2015 | J | 4,136,353 | — | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F2,F4,F5 | Jan 28, 2015 | J | 2,297,974 | — | D | 7,260,330 | I | See footnote |
| Common Stock, par value $0.01 per shareF1,F2,F4,F6 | Jan 28, 2015 | J | 4,136,353 | — | D | 26,831,263 | I | See footnote |
| Common Stock, par value $0.01 per shareF1,F2,F4,F7 | Jan 28, 2015 | J | 10,653,407 | — | A | 140,353,407 | I | See footnote |
| Common Stock, par value $0.01 per shareF8 | holding | — | — | — | 4,445 | I | See footnote | |
| Common Stock, par value $0.01 per shareF9 | holding | — | — | — | 4,445 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 28, 2015, EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest") and EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX" and collectively with EnCap Fund VIII and EnCap Fund VIII Co-Invest, the "EnCap Funds") contributed 4,136,353 shares, 2,297,974 shares and 4,136,353 shares, respectively (collectively, the "EnCap Shares") of the Issuer's common stock to Eclipse Resources Holdings, L.P. ("Eclipse Holdings") in exchange for Class A Units of Eclipse Holdings. (Continued in Footnote 2)
- F2The Hulburt Family II Limited Partnership ("Hulburt Partnership"), CKH Partners II, L.P. ("CKH Partners") and Kirkwood Capital, L.P. ("Kirkwood Capital" and together with Hulburt Partnership and CKH Partners, the "Management Entities") also contributed 55,151, 13,788 and 13,788 shares, respectively (collectively, the "Management Entities Shares") to Eclipse Holdings in exchange for Class B Units of Eclipse Holdings. Pursuant to the limited partnership agreement of Eclipse Holdings, the fair market value of the shares contributed was agreed to be $7.04, which is the same price per share at which the EnCap Funds and the Management Entities acquired the EnCap Shares and the Management Entities Shares.
- F3These securities are directly held by EnCap Fund VIII. The EnCap Funds are controlled indirectly by David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich, who are the controlling members of RNBD GP LLC ("RNBD") and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the sole general partner of EnCap Fund VIII. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.
- F4The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
- F5These securities are directly held by EnCap Fund VIII Co-Invest. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Fund VIII GP, the sole general partner of EnCap Fund VIII Co-Invest. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.
- F6These securities are directly held by EnCap Fund IX. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund IX GP may be deemed to beneficially own these securities.
- F7These securities are directly held by Eclipse Holdings. The EnCap Funds collectively own 100% of the Class A Units of Eclipse Holdings. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund VIII GP and EnCap Equity Fund IX GP. EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. EnCap Fund IX GP is the sole general partner of EnCap Fund IX. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments, EnCap VIII GP, EnCap Fund IX GP, EnCap Fund VIII, EnCap Fund VIII Co-Invest and EnCap Fund IX may be deemed to beneficially own these securities.
- F8These securities are directly held by Robert L. Zorich.
- F9These securities are directly held by D. Martin Phillips.
Remarks
Exhibit List Exhibit 99 - Joint Filer Information