4//SEC Filing
JVL Advisors, L.L.C. 4
Accession 0001144204-19-033172
CIK 0001326428other
Filed
Jun 27, 8:00 PM ET
Accepted
Jun 28, 9:12 PM ET
Size
9.4 KB
Accession
0001144204-19-033172
Insider Transaction Report
Form 4
JVL Advisors, L.L.C.
10% Owner
Transactions
- Award
Class A Common Stock
2019-06-26+762,698→ 78,367,634 total(indirect: See Footnote)
Footnotes (6)
- [F1]Pursuant to a Common Stock Subscription Agreement dated June 26, 2019, the Issuer issued 762,698 shares of Class A Common Stock of the Issuer to RH Debt Fund, L.P. at a price of $0.001 per share, in connection with RH Debt Fund, L.P.'s agreement to provide a portion of a credit facility to the Issuer, as more fully described in the Form 8-K filed by the Issuer on June 20, 2019. 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.
- [F2](Continued from footnote 1) The Reporting Person disclaims beneficial ownership of the reported securities owned by RH Debt Fund, L.P. in excess of the Reporting Person's 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]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 73.61% interest in Roan Holdings, LLC ("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 the Reporting Person has nominated three. Roan Holdings holds 76,269,766 shares of Class A Common Stock of the Issuer.
- [F4](Continued from footnote 3) 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]The Reporting Person is the ultimate controlling entity of each of 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. 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
ROAN RESOURCES, INC.
CIK 0001326428
Entity typeother
IncorporatedTX
Related Parties
1- filerCIK 0001571902
Filing Metadata
- Form type
- 4
- Filed
- Jun 27, 8:00 PM ET
- Accepted
- Jun 28, 9:12 PM ET
- Size
- 9.4 KB