SEC Form 4 · accession 0000899243-19-003314

Alta Mesa Resources, Inc. /DE · AMR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1HPS Investment Partners, LLC ("HPS") manages, directly or indirectly (i) each of Mezzanine Partners II Delaware Subsidiary, LLC, KFM Offshore, LLC, a wholly-owned subsidiary of Offshore Mezzanine (as defined below), KFM Institutional, LLC, a wholly-owned subsidiary of Institutional Mezzanine (as defined below), AP Mezzanine Partners II, L.P., and Jade Real Assets Fund, L.P. ("Jade") (collectively, the "HPS Kingfisher Members"), each of which is a beneficial owner of KFM Holdco, LLC (the "Kingfisher Contributor"), (ii) each of Mezzanine Partners II Delaware Subsidiary, LLC, Offshore Mezzanine Partners Master Fund II, L.P. ("Offshore Mezzanine"), Institutional Mezzanine Partners II Subsidiary, L.P. ("Institutional Mezzanine"),
• F2(Continued from Footnote 1) AP Mezzanine Partners II, L.P. and Jade (collectively, the "HPS Alta Mesa Holders"), each of which is a beneficial owner of High Mesa Holdings, LP (the "Alta Mesa Contributor"), and (iii) included in the HPS Alta Mesa Holders' beneficial ownership, the HPS Alta Mesa Holders indirectly own, through High Mesa, Inc., a certain percentage of ARM-M I, LLC, a member of the Kingfisher Contributor, and HMS Kingfisher HoldCo, LLC, a member of the Kingfisher Contributor. Therefore, HPS may be deemed to be the beneficial owner of all shares of the Issuer's Class A Common Stock (the "Class A Common Stock") and Class C Common Stock (the "Class C Common Stock") and common units representing limited partner interests (the "SRII Opco Common Units") of SRII Opco, LP ("SRII") beneficially owned by each of the HPS Kingfisher Members and the HPS Alta Mesa Holders.
• F3In connection with the closing (the "Closing") of the Issuer's initial business combination on February 9, 2018, the Issuer issued to the Alta Mesa Contributor shares of Class C Common Stock and caused SRII to issue an equal number of its SRII Opco Common Units to the Alta Mesa Contributor in exchange for certain interests of the Alta Mesa Contributor. The SRII Opco Common Units may, at the option of the Alta Mesa Contributor, be redeemed for shares of Class A Common Stock on a one-for-one basis or, at SRII's option, an equivalent amount of cash, at any time after 180 days after the Closing and have no expiration date. Upon redemption, an equal number of shares of Class C Common Stock will be cancelled.
• F4In connection with the Closing, the Kingfisher Contributor agreed that, for a period of time, it would not transfer 16,000,000 SRII Opco Common Units (and a corresponding number of shares of Class C Common Stock) received as consideration (the "Reserved Units") and such Reserved Units would be available to satisfy any indemnification obligations of the Kingfisher Contributor. The transfer restriction relating to 8,000,000 Reserved Units terminated on February 9, 2019, the first anniversary of the Closing, and the transfer restriction relating to any remaining Reserved Units will terminate 18 months after Closing. The acquisitions reported herein are in connection with the termination of transfer restrictions on the first 8,000,000 Reserved Units.