SEC Form 4 · accession 0000899243-18-016186
Alta Mesa Resources, Inc. /DE · AMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Edward Ellis
Officer — COO Upstream · Director · 10% Owner
Period of report
Jun 9, 2018
Accepted (ET)
Jun 12, 2018 · 2:18 pm 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,F6 | — | Feb 9, 2018 | J | 14,045,179 | A | Aug 8, 2018 | — | Class A Common Stock | 14,045,179 | 14,045,179 | I |
| Class C Common StockF1,F3,F5 | — | Feb 9, 2018 | J | 26,460,086 | A | Aug 8, 2018 | — | Class A Common Stock | 26,460,086 | 40,515,265 | 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.
- F4The 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 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 held by High Mesa Holdings, LP.
- F5The 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 and (b) 51,194,824 Earn-Out Shares, in each case, beneficially owned by High Mesa, Inc.
- F6The 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
Exhibit 24: Power of Attorney