SEC Form 4 · accession 0000899243-18-016134
Alta Mesa Resources, Inc. /DE · AMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Wallace McMullen
Director · 10% Owner
Period of report
Jun 9, 2018
Accepted (ET)
Jun 12, 2018 · 8:54 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001690769
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C Common StockF1,F3,F4,F5,F6 | — | Feb 9, 2018 | J | 81,305,340 | A | Aug 8, 2018 | — | Class A Common Stock | 81,305,340 | 81,305,340 | I |
Explanation of responses
- F1Common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of Alta Mesa Resources, Inc. (the "Company"), are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and have no expiration date.
- F2The securities were acquired in a business combination pursuant to which the Company acquired all of the equity interests in Alta Mesa Holdings, LP and Kingfisher Midstream, LLC (the "Business Combination").
- F3In the Business Combination, the common units of SRII Opco, LP and shares of Class C Common Stock of the Company, considered as a unit, had an implied value of $10.00 per unit.
- F4BCE-AMH Holdings, LLC, a Delaware limited liability company, holds 13,717,224 shares of Class C Common Stock on account of its proportionate share of (a) 142,268,993 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 51,194,824 Earn-Out Shares, in each case, beneficially owned by High Mesa Holdings, LP.
- F5BCE-MESA Holdings, LLC, a Delaware limited liability company, holds 67,588,116 shares of Class C Common Stock on account of its proportionate share of (a) 142,268,993 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 51,194,824 Earn-Out Shares, in each case, beneficially owned by High Mesa, LP.
- F6Each of BCE-AMH Holdings, LLC and BCE-MESA Holdings, LLC (collectively, the "BCE Holders") are managed, directly or indirectly, by Bayou City Energy Management LLC ("BCEM"). The Mr. McMullen is the Managing Partner of BCEM. Each of BCEM (by virtue of its relationship with the BCE Holders) and Mr. McMullen (by virtue of his relationship with BCEM), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Class C Common Stock which the BCE Holders beneficially own. Mr. McMullen disclaims beneficial ownership of such Class C Common Stock except to the extent of his pecuniary interest therein. Mr. McMullen (by virtue of his relationship to BCEM) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Class C Common Stock which BCEM beneficially owns. Mr. McMullen disclaims beneficial ownership of such Class C Common Stock except to the extent of his pecuniary interest therein.