SEC Form 4 · accession 0000899243-18-016007

Alta Mesa Resources, Inc. /DE · AMR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

HPS Investment Partners, LLC

10% Owner

Period of report

Jun 9, 2018

Accepted (ET)

Jun 11, 2018 · 4:37 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001690769

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1,F2,F3	Jun 9, 2018	C	1,445,906	—	A	2,840,063	I	By Jade Real Assets Fund, L.P.
Class A Common Stock^F1,F2,F3	Jun 9, 2018	C	2,779,012	—	A	3,827,479	I	By AP Mezzanine Partners II, L.P.
Class A Common Stock^F1,F2,F3	Jun 9, 2018	C	13,839,301	—	A	22,919,759	I	By Mezzanine Partners II Delaware Subsidiary, LLC
Class A Common Stock^F1,F2,F3	Jun 9, 2018	C	21,563,232	—	A	21,732,655	I	By Offshore Mezzanine Partners Master Fund II, L.P.
Class A Common Stock^F1,F2,F3	Jun 9, 2018	C	2,163,477	—	A	17,494,857	I	By KFM Offshore, LLC
Class A Common Stock^F1,F2,F3	Jun 9, 2018	C	2,275,370	—	A	2,293,248	I	By Institutional Mezzanine Partners II Subsidiary, L.P.
Class A Common Stock^F1,F2,F3	Jun 9, 2018	C	228,697	—	A	1,849,352	I	By KFM Institutional, LLC

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1HPS Investment Partners, LLC ("HPS") manages, directly or indirectly (i) each of Mezzanine Partners II Delaware Subsidiary, LLC, KFM Offshore, LLC, a wholly-owned subsidiary of Offshore Mezzanine (as defined below), KFM Institutional, LLC, a wholly-owned subsidiary of Institutional Mezzanine (as defined below), AP Mezzanine Partners II, L.P., and Jade Real Assets Fund, L.P. (collectively, the "HPS Kingfisher Members"), each of which is a beneficial owner of KFM Holdco, LLC (the "Kingfisher Contributor"), (ii) each of Mezzanine Partners II Delaware Subsidiary, LLC, Offshore Mezzanine Partners Master Fund II, L.P. ("Offshore Mezzanine"), Institutional Mezzanine Partners II Subsidiary, L.P.
F2(Continued from footnote 1)("Institutional Mezzanine"), AP Mezzanine Partners II, L.P. and Jade Real Assets Fund, L.P. (collectively, the "HPS Alta Mesa Holders"), each of which is a beneficial owner of High Mesa Holdings, LP (the "Alta Mesa Contributor"), and (iii) included in the HPS Alta Mesa Holders' beneficial ownership, the HPS Alta Mesa Holders indirectly own, through High Mesa, Inc., a certain percentage of ARM-M I, LLC, a member of the Kingfisher Contributor, and HMS Kingfisher HoldCo, LLC, a member of the Kingfisher Contributor. Therefore, HPS may be deemed to be the beneficial owner of all shares of the Issuer's Class A Common Stock (the "Class A Common Stock"), Class C Common Stock (the "Class C Common Stock") and common units representing limited partner interests of SRII Opco, LP (the "SRII Opco Common Units") beneficially owned by each of the HPS Kingfisher Members and the HPS Alta Mesa Holders.
F3In connection with the closing (the "Closing") of the Issuer's initial business combination on February 9, 2018, the Issuer issued to the Alta Mesa Contributor shares of Class C Common Stock and caused SRII Opco, LP to issue an equal number of its SRII Opco Common Units to the Alta Mesa Contributor in exchange for certain interests of the Alta Mesa Contributor. The SRII Opco Common Units may, at the option of the Alta Mesa Contributor, be redeemed for shares of Class A Common Stock on a one-to-one basis or, at SRII Opco, LP's option, an equivalent amount of cash, at any time after 180 days after the Closing and have no expiration date. Upon redemption, an equal number of shares of Class C Common Stock will be cancelled.