4//SEC Filing
RALEIGH MICHAEL PATRICK 4
Accession 0000899243-19-028680
CIK 0001326428other
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 3:54 PM ET
Size
7.2 KB
Accession
0000899243-19-028680
Insider Transaction Report
Form 4
Pressburg, LLCROAN
RALEIGH MICHAEL PATRICK
Director
Transactions
- Disposition to Issuer
Class A common stock
2019-12-06−76,269,766→ 0 total(indirect: See Footnote)
Footnotes (3)
- [F1]The Issuer, Citizen Energy Operating, LLC ("Citizen") and Citizen Energy Pressburg Inc., a subsidiary of Citizen ("Merger Sub"), are parties to that certain Agreement and Plan of Merger, dated October 1, 2019 (the "Merger Agreement"), pursuant to which, among other things, on December 6, 2019, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Citizen. At the effective time of the Merger, each outstanding share of Class A common stock, $0.001 par value per share, of the Issuer was cancelled and converted into a right to receive $1.52 in cash.
- [F2]Includes 76,269,766 shares of Class A common stock held directly by Roan Holdings, LLC ("Roan Holdings"). JVL Advisors, LLC ("JVL"), indirectly through its investment management arrangements with Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, LP, Children's Energy Fund, LP, SPQR Energy, LP and Panakeia Energy Fund, LP, beneficially owns an approximate 74.14% interest in Roan Holdings and has the contractual right to nominate a majority of the members of the board of managers of Roan Holdings, which board of managers exercises voting and dispositive power over all securities held by Roan Holdings. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, one of which is the Reporting Person. The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings;
- [F3](Continued from Footnote 2) thus, the Reporting Person may also be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of the reported securities in excess of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose.
Documents
Issuer
Pressburg, LLC
CIK 0001326428
Entity typeother
Related Parties
1- filerCIK 0001364737
Filing Metadata
- Form type
- 4
- Filed
- Dec 5, 7:00 PM ET
- Accepted
- Dec 6, 3:54 PM ET
- Size
- 7.2 KB