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R/C Energy GP IV, LLC 4

Accession 0001104659-15-068651

CIK 0001533924other
View on SEC.govCompany Profile

Filed

Sep 30, 8:00 PM ET

Accepted

Oct 1, 4:06 PM ET

Size

25.1 KB

Accession

0001104659-15-068651

Insider Transaction Report

Form 4
Period: 2015-09-30
Midstates Petroleum Company, Inc.MPO
Eagle Energy Production, LLC
10% Owner
Transactions
  • Other

    Common Stock

    2015-09-30−3,738,424→ 0 total(indirect: See footnote)
  • Conversion

    Common Stock

    2015-09-30$110.00/sh+3,738,424$411,226,640→ 3,738,424 total(indirect: See footnote)
  • Conversion

    Series A Preferred Stock

    2015-09-30−325,000→ 0 total(indirect: See footnote)
    Exercise: $110.00From: 2013-10-01Exp: 2015-09-30→ Common Stock (3,738,424 underlying)
  • Other

    Common Stock

    2015-09-30+3,541,665→ 3,541,665 total
Eagle Energy Operating Company, LLC
10% Owner
Transactions
  • Other

    Common Stock

    2015-09-30−3,738,424→ 0 total(indirect: See footnote)
  • Conversion

    Common Stock

    2015-09-30$110.00/sh+3,738,424$411,226,640→ 3,738,424 total(indirect: See footnote)
  • Other

    Common Stock

    2015-09-30+3,541,665→ 3,541,665 total
  • Conversion

    Series A Preferred Stock

    2015-09-30−325,000→ 0 total(indirect: See footnote)
    Exercise: $110.00From: 2013-10-01Exp: 2015-09-30→ Common Stock (3,738,424 underlying)
R/C IV Eagle Holdings, L.P.
10% Owner
Transactions
  • Other

    Common Stock

    2015-09-30+3,541,665→ 3,541,665 total
  • Conversion

    Common Stock

    2015-09-30$110.00/sh+3,738,424$411,226,640→ 3,738,424 total(indirect: See footnote)
  • Other

    Common Stock

    2015-09-30−3,738,424→ 0 total(indirect: See footnote)
  • Conversion

    Series A Preferred Stock

    2015-09-30−325,000→ 0 total(indirect: See footnote)
    Exercise: $110.00From: 2013-10-01Exp: 2015-09-30→ Common Stock (3,738,424 underlying)
Eagle Energy Operating GP, LLC
10% Owner
Transactions
  • Other

    Common Stock

    2015-09-30+3,541,665→ 3,541,665 total
  • Other

    Common Stock

    2015-09-30−3,738,424→ 0 total(indirect: See footnote)
  • Conversion

    Series A Preferred Stock

    2015-09-30−325,000→ 0 total(indirect: See footnote)
    Exercise: $110.00From: 2013-10-01Exp: 2015-09-30→ Common Stock (3,738,424 underlying)
  • Conversion

    Common Stock

    2015-09-30$110.00/sh+3,738,424$411,226,640→ 3,738,424 total(indirect: See footnote)
Eagle Energy Co of Oklahoma, LLC
10% Owner
Transactions
  • Other

    Common Stock

    2015-09-30−3,738,424→ 0 total(indirect: See footnote)
  • Conversion

    Series A Preferred Stock

    2015-09-30−325,000→ 0 total(indirect: See footnote)
    Exercise: $110.00From: 2013-10-01Exp: 2015-09-30→ Common Stock (3,738,424 underlying)
  • Other

    Common Stock

    2015-09-30+3,541,665→ 3,541,665 total
  • Conversion

    Common Stock

    2015-09-30$110.00/sh+3,738,424$411,226,640→ 3,738,424 total(indirect: See footnote)
Riverstone/Carlyle Energy Partners IV, L.P.
10% Owner
Transactions
  • Other

    Common Stock

    2015-09-30+3,541,665→ 3,541,665 total
  • Other

    Common Stock

    2015-09-30−3,738,424→ 0 total(indirect: See footnote)
  • Conversion

    Series A Preferred Stock

    2015-09-30−325,000→ 0 total(indirect: See footnote)
    Exercise: $110.00From: 2013-10-01Exp: 2015-09-30→ Common Stock (3,738,424 underlying)
  • Conversion

    Common Stock

    2015-09-30$110.00/sh+3,738,424$411,226,640→ 3,738,424 total(indirect: See footnote)
R/C Energy GP IV, LLC
10% Owner
Transactions
  • Other

    Common Stock

    2015-09-30+3,541,665→ 3,541,665 total
  • Conversion

    Common Stock

    2015-09-30$110.00/sh+3,738,424$411,226,640→ 3,738,424 total(indirect: See footnote)
  • Other

    Common Stock

    2015-09-30−3,738,424→ 0 total(indirect: See footnote)
  • Conversion

    Series A Preferred Stock

    2015-09-30−325,000→ 0 total(indirect: See footnote)
    Exercise: $110.00From: 2013-10-01Exp: 2015-09-30→ Common Stock (3,738,424 underlying)
Footnotes (6)
  • [F1]On September 30, 2015, all of the 325,000 shares of the Series A Mandatorily Convertible Preferred Stock ("Series A Stock") of the Issuer held by Eagle Energy Operating Company, LLC ("Eagle Operating") automatically converted into 3,738,424 shares of Common Stock (the "Converted Shares") based on a liquidation preference of approximately $1,265.32 and a conversion price of approximately $110.00. The shares of Series A Stock had an initial liquidation value of $1,000 per share, and were convertible, in whole but not in part, at the option of the holders of a majority of the outstanding Series A Stock into shares of Common Stock on or after October 1, 2013.
  • [F2]If not previously converted, the Series A Stock was subject to mandatory conversion into shares of Common Stock on September 30, 2015 at a conversion price based upon the volume weighted average price of Common Stock during the 15 trading days immediately prior to the mandatory conversion date, but in no instance could the price be greater than $13.50 per share or less than $11.00 per share.
  • [F3]Dividends on the Series A Stock accrued at a rate of 8.0% per annum, payable semiannually on March 30 and September 30, at the Issuer's sole option, in cash or through an increase in the liquidation preference. On each dividend payment date through September 30, 2015, the Issuer elected to pay the dividend due on such date through an increase in the Series A Stock liquidation preference. The maximum and minimum conversion prices were also subject to adjustments for certain events, such as the reverse stock split that occurred on August 3, 2015. Following the reverse stock split, the maximum and minimum conversion prices were adjusted to approximately $135.00 per share and $110.00 per share, respectively.
  • [F4]Held by Eagle Operating. On October 1, 2012, the Issuer issued 260,000 shares of Series A Stock to Eagle Operating in connection with the sale of certain assets (the "Transaction"), and deposited 65,000 shares of Series A Stock (the "Escrowed Shares") into an escrow account to secure certain of Eagle Energy Production, LLC's ("Eagle") indemnity obligations in connection with the Transaction. On October 1, 2013, all of the Escrowed Shares were released to Eagle. On October 2, 2013, Eagle transferred the Escrowed Shares to Eagle Operating.
  • [F5]R/C Energy GP IV, LLC ("Ultimate R/C GP") is the general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("R/C GP"), which is the general partner of R/C IV Eagle Holdings, L.P. ("Eagle Holdings"), which is the controlling member of Eagle Energy Company of Oklahoma, LLC ("Eagle Oklahoma"), which is the sole managing member of Eagle Energy Operating GP, LLC ("Eagle Operating GP"), which is the general partner of Eagle Operating, which is the sole managing member of Eagle. Each of Ultimate R/C GP, R/C GP, Eagle Holdings, Eagle Oklahoma and Eagle Operating GP may be deemed to indirectly own any securities directly owned by Eagle Operating.
  • [F6]On September 30, 2015, Eagle Operating distributed the Converted Shares to Eagle Oklahoma and Eagle Operating GP (which distributed its Converted Shares to Eagle Oklahoma), and Eagle Oklahoma distributed the Converted Shares to its members in accordance with its Third Amended and Restated Limited Liability Company Agreement dated as of October 9, 2012. As part of this in-kind distribution, Eagle Holdings received 3,541,665 shares of Common Stock (the "Distributed Shares"). Each of Ultimate R/C GP and R/C GP may be deemed to indirectly own the Distributed Shares directly owned by Eagle Holdings.

Documents

1 file

Issuer

Midstates Petroleum Company, Inc.

CIK 0001533924

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001534523

Filing Metadata

Form type
4
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 4:06 PM ET
Size
25.1 KB
View on SEC.gov