UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (Date of earliest event reported): December 46, 2019

~~ROAN RESOURCES~~PRESSBURG, ~~INC.~~LLC

(Exact name of registrant as specified in its charter)

Delaware	001-32720	83-1984112
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	Commission file number	(I.R.S. Employer Identification No.)

14701 Hertz Quail Springs Pkwy

Oklahoma City, OK 73134

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code: (405) 896-8050

Roan Resources, Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~TradingSymbol	Name of each ~~exchange~~exchangeon on which registered
Class A Common Stock, par value $0.001 per share	ROAN	New York Stock Exchange
Class A common stock, par value $0.001 per share	ROAN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

OnEffective ~~December 4,~~at ~~2019,~~8:25 ~~Roan Resources, Inc~~a.m. (~~“Roan”~~Central ~~or the “Company”~~Time) ~~held a Special Meeting for Roan stockholders to vote~~ on ~~three proposals, pursuant to the Agreement and Plan of Merger, dated as of October~~December 16, 2019 (the “~~Merger~~Conversion ~~Agreement~~Effective Time”), bythe ~~and among Citizen Energy Operating~~registrant, ~~LLC~~Roan ~~(“Citizen”)~~Resources, ~~Citizen Energy Pressburg~~ Inc., a Delaware corporation, ~~(“Merger~~converted ~~Sub”)~~into ~~and~~ a ~~wholly-owned~~Delaware ~~subsidiary~~limited ofliability ~~Citizen~~company ~~and~~named ~~Roan.~~“Pressburg, ~~Pursuant~~LLC” to (the ~~Merger~~“Conversion”). ~~Agreement,~~References ~~Merger~~herein ~~Sub~~to ~~will merge with and into~~ “Roan,” ~~with~~“Pressburg” ~~Roan~~or ~~continuing as~~ the ~~surviving~~“Company” ~~corporation~~refer into ~~the~~Roan ~~Merger~~Resources, Inc. prior Asto ~~a result of~~ the ~~Merger,~~ ~~Roan~~Conversion ~~will~~and ~~become~~to aPressburg, ~~wholly-owned~~LLC ~~subsidiary~~following ofthe ~~Citizen~~Conversion.

Item 53.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

On December 46, 2019, atpursuant ato ~~Special~~the ~~Meeting,~~Agreement ~~Roan~~and ~~stockholders~~Plan ~~voted~~of onMerger ~~three~~(the ~~proposals~~“Merger ~~that~~Agreement”), ~~are~~dated ~~described~~as inof October 1, ~~detail~~2019, inby ~~Roan’s definitive~~and ~~proxy~~among ~~statement~~Citizen Operating, LLC, Citizen Energy Pressburg Inc. (as“Merger ~~filed~~Sub”) ~~with~~and the ~~Securities~~Company, the Company completed its previously announced merger whereby Merger Sub merged with and ~~Exchange~~into ~~Commission~~the onCompany ~~November 4~~(the “Merger”), ~~2019).~~with ~~The~~the ~~final~~Company ~~voting~~continuing ~~results~~as ~~are~~the ~~disclosed~~surviving ~~below~~corporation and a wholly owned subsidiary of Parent.

At the effective time of the Merger on December 6, 2019 (the “Effective Time”), each share of the Company’s Class A common stock, $0.001 par value per share (the “Company common stock”), issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive $1.52 in cash, without interest (the “Merger ~~Proposal.~~Consideration”), ~~The~~other ~~number~~than (i) shares that were held in the treasury of the Company or owned of record by any wholly owned subsidiary of the Company, (ii) shares ~~voted~~owned ~~for~~of record by Parent or ~~against,~~any asof ~~well~~its aswholly ~~abstentions~~owned subsidiaries and ~~broker~~(iii) shares ~~non-votes,~~held ifby ~~applicable,~~stockholders ~~with~~who ~~respect~~did not vote in favor of or consent to the adoption of the Merger ~~Proposal~~Agreement and ~~presented~~who atproperly demanded appraisal of such shares and complied in all respects with all the ~~Special~~provisions ~~Meeting~~of ~~was:~~the Delaware General Corporation Law concerning the right of holders of shares to require appraisal (collectively, the “Cancelled Shares and Dissenting Shares”).

Votes For		Votes Against		Abstentions
136,875,069		540,446		21,567

In connection with the consummation of the Merger, the New York Stock Exchange (the “NYSE”) was notified on December 6, 2019 that each share of the Company common stock issued and outstanding immediately prior to the Effective Time, other than the Cancelled Shares and Dissenting Shares, was converted pursuant to the Merger Agreement into the right to receive the Merger Consideration, subject to the terms and conditions of the Merger Agreement. The Company requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist all of the shares of Company common stock from the NYSE and to deregister the shares of Company common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. The shares of Company common stock were suspended from trading on the NYSE prior to the opening of trading on December 6, 2019.

2.The ~~Non-Binding,~~Company ~~Advisory~~also ~~Compensation~~intends ~~Proposal.~~to ~~The~~file ~~number~~with the SEC a Certification and Notice of ~~shares~~Termination ~~voted~~on ~~for~~Form or15 requesting ~~against,~~to asterminate ~~well~~the asregistration ~~abstentions~~of ~~and~~the ~~broker~~shares ~~non-votes,~~of ifCompany ~~applicable,~~common ~~with~~stock ~~respect~~under toSection 12(g) of the ~~Non-Binding,~~Exchange ~~Advisory~~Act ~~Compensation~~and ~~Proposal~~suspend ~~presented~~the atCompany’s reporting obligations under Sections 13 and 15(d) of the ~~Special~~Exchange ~~Meeting~~Act. ~~was:~~

Votes For		Votes Against		Abstentions
132,996,718		4,276,616		163,748

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 1, 2019, and is incorporated herein by reference.

Item 3.03 ~~Adjournment~~Material ~~Proposal.~~Modification ~~The~~to ~~number~~Rights of ~~shares~~Security ~~voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Adjournment Proposal presented at the Special Meeting was:~~Holders.

Votes For		Votes Against		Abstentions
135,946,864		1,454,754		35,464

To the extent applicable, the information set forth under Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by ~~the~~ the undersigned hereunto duly authorized.


PRESSBURG, LLC

By:		/s/ Tim Helms
Name:		Tim Helms
Title:		Executive Vice President

Date: December 6, 2019

ROAN RESOURCES, INC.

Dated: December 4, 2019

/s/ David Edwards

David Edwards

Chief Financial Officer

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