SEC Form 4 · accession 0000899243-16-032910
Lonestar Resources US Inc. · LONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ecofin Holdings Ltd
10% Owner
Period of report
Sep 26, 2016
Accepted (ET)
Nov 8, 2016 · 3:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001661920
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Voting Common StockF1,F2,F3 | Sep 26, 2016 | J | 4,174,259 | — | A | 4,174,259 | I | See Footnotes |
| Class A Voting Common Stock | holding | — | — | — | 148,958 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Ecofin Holdings Limited ("EHL") is reporting beneficial ownership of 4,174,259 shares of the Issuer's Class A Voting Common Stock ("Shares"), which as of September 26, 2016 were held directly by EFR Guernsey Holding Limited ("EFR").
- F2On September 26, 2016, EHL's wholly-owned subsidiary Ecofin Limited ("EL") served as investment manager to EFR's parent company, and as a result EHL may be deemed as of such date to be beneficial owner of the Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Due to a change of the terms of the investment management agreement between the parent of EFR and EL on September 26, 2016, under which EL may be entitled to a performance fee in respect of the Shares held directly by EFR, EHL may be deemed as of September 26, 2016 to have a pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in the Shares for purposes of Section 16 of the Exchange Act. EHL disclaims beneficial ownership of the Shares held by EFR, except to the extent of EHL's pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that EHL is or was the beneficial owner of any of the Shares.
- F3Due to a subsequent decision by the board of EFR's parent to restrict EL's control as investment manager and to exercise sole investing and voting power over the Shares held directly by EFR, EHL is no longer deemed to have beneficial ownership of the Shares held directly by EFR under Section 13(d) of the Exchange Act as of October 21, 2016. As a result, EHL is no longer subject to Section 16 as of October 21, 2016.