SEC Form 4 · accession 0000899243-18-024042
Alta Mesa Resources, Inc. /DE · AMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
William Wallace McMullen
Director · 10% Owner
BAYOU CITY ENERGY MANAGEMENT LLC
Director · 10% Owner
Period of report
Sep 5, 2018
Accepted (ET)
Sep 7, 2018 · 7:55 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 StockF6,F4,F5 | Sep 5, 2018 | P | 74,000 | $4.80 | A | 3,896,800 | I | Through BCE-AMR Holdings LLC |
| Class A Common StockF7,F4,F5 | Sep 6, 2018 | P | 211,000 | $4.72 | A | 4,107,800 | I | Through BCE-AMR Holdings LLC |
| Class A Common StockF8,F4,F5 | Sep 7, 2018 | P | 26,111 | $4.65 | A | 4,133,911 | I | Through BCE-AMR Holdings LLC |
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,F2,F3,F4,F5 | — | holding | — | — | — | 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.
- F2BCE-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.
- F3BCE-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.
- F4Each of BCE-AMH Holdings, LLC and BCE-MESA Holdings, LLC (collectively, the "BCE Holders"), and BCE-AMR Holdings LLC ("BCE-AMR"), are managed, directly or indirectly, by Bayou City Energy Management LLC ("BCEM"). William W. McMullen is the Managing Partner of BCEM. Each of BCEM (by virtue of its relationship with the BCE Holders and BCE-AMR) 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 and the Class A Common Stock which BCE-AMR owns. Mr. McMullen disclaims beneficial ownership of such Class A Common Stock and Class C Common Stock except to the extent of his pecuniary interest therein.
- F5(Continued from footnote 4) 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 A Common Stock and the Class C Common Stock which BCEM beneficially owns. Mr. McMullen disclaims beneficial ownership of such Class A Common Stock and Class C Common Stock except to the extent of his pecuniary interest therein.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.77 to $4.81, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.67 to $4.74, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.63 to $4.65, inclusive.