SEC Form 4 · accession 0001501578-26-000007

Reservoir Media, Inc. · RSVR

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents Deferred Stock Units ("DSUs") awarded under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the "Plan"). Each DSU is the economic equivalent of one share of common stock, $0.0001 par value per share (the "Common Stock"), of Reservoir Media, Inc. (the "Issuer"). The Reporting Person acquired these DSUs in connection with the Reporting Person's quarterly compensation for service as a non-employee director of the Issuer. The Reporting Person elected to receive payment of his quarterly compensation in DSUs in lieu of cash. This issuance of DSUs will be settled in shares of Common Stock on July 28, 2027 (the "Settlement Date"). The Reporting Person disclaims beneficial ownership of the underlying shares except to the extent of his pecuniary interest therein.
• F2The number of DSUs received was calculated based on $9.96, which was the closing price of the Issuer's Common Stock on the date of grant.
• F3Represents Restricted Stock Units ("RSUs") awarded under the Plan. Each RSU represents a contingent right to receive one share of common stock. The RSUs will vest on July 28, 2027, subject to Reporting Person's continued service on the board of directors (the "Board") of the Issuer on such date.
• F4Represents RSUs and DSUs awarded in connection with the Reporting Person's compensation for service as a non-employee director of the Issuer. Due to his position as the manager of the general partner of a manager of ER Reservoir LLC (the "Fund"), Reporting Person has directed the Issuer to transfer shares issued upon settlement of the RSUs and DSUs into the account of The Fund on the applicable Settlement Date. The Reporting Person disclaims beneficial ownership of the underlying shares except to the extent of his pecuniary interest therein.
• F5The amount of securities shown in this row is owned directly by Richmond Hill Capital Partners, LP ("RHCP"). The Reporting Person is the managing member of the general partner of RHCP and the manager of the general partner of Richmond Hill Investment Co., LP, the investment adviser to RHCP, and may be deemed to be a beneficial owner of the shares owned by RHCP. The Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Exchange Act, or for any other purpose.
• F6The amount of securities shown in this row is owned directly by the Fund. The Reporting Person is the manager of the general partner of a manager of the Fund and may be deemed to be a beneficial owner of the shares owned by the Fund. The amount of securities shown in this row also reflects a transfer of a total of 70,009 shares of Common Stock received upon the settlement of previously issued RSUs and DSUs that the Reporting Person directed to be transferred into the account of the Fund due to his position as the manager of the general partner of a manager of the Fund (Cont'd in FN 7)
• F7(Cont'd from FN6) The Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Exchange Act, or for any other purpose.