3//SEC Filing
Petro Operating Co Holdings, Inc. 3
Accession 0000899243-18-016166
CIK 0001690769other
Filed
Jun 11, 8:00 PM ET
Accepted
Jun 12, 1:56 PM ET
Size
12.6 KB
Accession
0000899243-18-016166
Insider Transaction Report
Form 3
Petro Operating Co Holdings, Inc.
10% Owner
Holdings
- (indirect: Through High Mesa Inc.)
Class C Common Stock
From: 2018-08-08→ Class A Common Stock (225,116 underlying) - (indirect: Through High Mesa Holdings, LP)
Class C Common Stock
From: 2018-08-08→ Class A Common Stock (90,869 underlying) - 0
Class A Common Stock
Footnotes (5)
- [F1]The 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.
- [F2]The 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.
- [F3]The 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.
- [F4]Common 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.
- [F5]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.
Issuer
Alta Mesa Resources, Inc. /DE
CIK 0001690769
Entity typeother
IncorporatedFL
Related Parties
1- filerCIK 0001723959
Filing Metadata
- Form type
- 3
- Filed
- Jun 11, 8:00 PM ET
- Accepted
- Jun 12, 1:56 PM ET
- Size
- 12.6 KB