SEC Form 3 · accession 0000899243-18-016132
Alta Mesa Resources, Inc. /DE · AMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
BCE-MESA HOLDINGS LLC
10% Owner
Period of report
Jun 9, 2018
Accepted (ET)
Jun 12, 2018 · 8:48 am 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 | holding | — | — | — | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C Common StockF3,F4,F1 | — | holding | — | — | — | Aug 8, 2018 | — | Class A Common Stock | 64,310,538 | — | I |
| Class C Common StockF3,F4,F2 | — | holding | — | — | — | Aug 8, 2018 | — | Class A Common Stock | 3,277,578 | — | I |
Explanation of responses
- F1(a) 47,923,220 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of Alta Mesa Resources, Inc. (the "Company"), which are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and (b) 16,387,318 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company that are issuable if the Class A Common Stock trades above certain thresholds (the "Earn-Out Shares"), in each case held by High Mesa Holdings, LP ("HMH").
- F2(a) 1,779,579 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company, which are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and (b) 1,497,999 Earn-Out Shares, in each case, held by KFM Holdco, LLC ("KFM" and together with HMH, the "Alta Mesa Holders").
- F3The common units in SRII Opco, LP, shares of Class C Common Stock and Earn-Out Shares referenced in this filing were all issued pursuant to a business combination that closed on February 9, 2018 whereby the Company acquired all of the outstanding equity of Alta Mesa Holdings, LP from HMH and another person, and all of the outstanding equity of Kingfisher Midstream, LLC from KFM. The common units of SRII Opco, LP and the corresponding shares of Class C Common Stock of the Company issued to the Alta Mesa Holders in exchange for the equity of Alta Mesa Holdings, LP may not be converted into shares of Class A Common Stock until August 8, 2018. BCE-MESA Holdings, LLC ("BCE") manages, directly or indirectly, each of the Alta Mesa Holders through High Mesa, Inc. Therefore, BCE may be deemed to be the beneficial owner of all shares of the Company's Class A Common Stock beneficially owned by the Alta Mesa Holders.
- F4Each common unit of SRII Opco, LP combined with a corresponding share of Class C Common Stock of the Company issued to the Alta Mesa Holders in exchange for the equity of Alta Mesa Holdings, LP may be converted into one share of Class A Common Stock.