4//SEC Filing
JVL Advisors, L.L.C. 4
Accession 0001104659-19-071557
CIK 0001326428other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 7:41 PM ET
Size
9.7 KB
Accession
0001104659-19-071557
Insider Transaction Report
Form 4
Pressburg, LLCROAN
JVL Advisors, L.L.C.
10% Owner
Transactions
- Disposition to Issuer
Class A common stock
2019-12-06−78,367,634→ 0 total(indirect: See Footnote)
Footnotes (6)
- [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 762,698 shares of Class A common stock of the Issuer held by RH Debt Fund, L.P. The Reporting Person is the general partner of RH Debt Fund, L.P. and exercises voting and dispositive power over all securities held by RH Debt Fund, L.P. The Reporting Person may be deemed to share dispositive power over the securities held by RH Debt Fund, L.P.; 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 owned by RH Debt Fund, L.P. in excess of its 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.
- [F3]Includes 76,269,766 shares of Class A common stock of the Issuer held by Roan Holdings, LLC ("Roan Holdings"). The Reporting Person, 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.
- [F4][Continued from Footnote 3] The board of managers of Roan Holdings consists of four managers, of which the Reporting Person has nominated three. The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings; thus, it may also be deemed to be the beneficial owner of such securities. The Reporting Person disclaims any beneficial ownership of the reported securities owned by Roan Holdings in excess of the Reporting Person's pecuniary interest in such securities 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.
- [F5]Includes an aggregate of 1,335,170 shares of Class A common stock of the Issuer held by Navitas Fund, LP, Luxiver, LP, Hephaestus Energy Fund, LP, Children's Energy Fund, LP, LVPU, LP, Asklepios Energy Fund, LP, Panakeia Energy Fund, LP and Blackbird 1846 Energy Fund, LP (collectively, the "Partnerships"). The Partnerships collectively hold 1,335,170 shares of Class A Common Stock of the Issuer. The Reporting Person is the ultimate controlling entity of each Partnership. Because of its control over, and investment management relationship with, the Partnerships, the Reporting Person may be deemed to have voting and dispositive power over the securities owned by the Partnerships; thus, the Reporting Person may also be deemed to be the beneficial owner of such securities.
- [F6][Continued from Footnote 5] The Reporting Person and each Partnership disclaims any beneficial ownership of the reported securities owned by the Partnerships in excess of Reporting Person or such Partnership's pecuniary interest in such securities 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
IncorporatedTX
Related Parties
1- filerCIK 0001571902
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 7:41 PM ET
- Size
- 9.7 KB