SEC Form 3 · accession 0000899243-18-016166
Alta Mesa Resources, Inc. /DE · AMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Petro Operating Co Holdings, Inc.
10% Owner
Period of report
Jun 9, 2018
Accepted (ET)
Jun 12, 2018 · 1:56 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 | 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,F5,F4,F1 | — | holding | — | — | — | Aug 8, 2018 | — | Class A Common Stock | 90,869 | — | I |
| Class C Common StockF3,F4,F2 | — | holding | — | — | — | Aug 8, 2018 | — | Class A Common Stock | 225,116 | — | I |
Explanation of responses
- F1The reporting person's proportionate share of (a) 137,175,136 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) 46,906,960 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 beneficially owned by High Mesa Holdings, LP.
- F2The reporting person's 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, which are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and (b) 51,194,824 Earn-Out Shares, in each case, beneficially owned by High Mesa, Inc.
- 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 High Mesa Holdings, LP and another person, and all of the outstanding equity of Kingfisher Midstream, LLC from KFM Holdco, LLC. The common units of SRII Opco, LP and the corresponding shares of Class C Common Stock of the Company issued 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.
- F4Common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of 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.
- F5The reporting person is party to a voting agreement with respect to more than 10% of the outstanding shares of the Company's Class A Common Stock and therefore, by rule, may be considered the beneficial owner of such shares.
Remarks
The reporting person is party to a voting agreement with respect to more than 10% of the outstanding shares of the Company's Class A Common Stock and therefore, by rule, may be considered the beneficial owner of such shares. Exhibit 24: Power of Attorney