Riverstone Energy Partners V, L.P.'s Form 4/A amendment
AmendedTalos Energy Inc. (TALO) · filed Nov 29, 2021
- Accession no.
- 0001104659-21-144475
- Filed
- Nov 29, 2021, 4:33 PM ET
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Nov 16, 2021
This filing lists no transactions. It carries over 1 transaction from the original filing that it did not restate. Open-market sales total $28.2M.
This amendment restates part of 0001104659-21-140169 (filed Nov 16, 2021). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Riverstone Energy Partners V, L.P.CIK 0001597142 | Director, 10% Owner |
| Riverstone Energy GP V, LLCCIK 0001597157 | Director, 10% Owner |
| Riverstone Energy GP V Corp.CIK 0001706510 | Director, 10% Owner |
| Riverstone Talos Energy Equityco LLCCIK 0001741035 | Director, 10% Owner |
| Riverstone V Talos Holdings, L.P.CIK 0001741036 | Director, 10% Owner |
| Riverstone Global Energy & Power Fund V (FT), L.P.CIK 0001741037 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001104659-21-140169 (filed Nov 16, 2021).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 12, 2021 | Common Stock | SSaleDisposed | −2,325,337 | $12.13 | −$28,206,337.81 | 22,595,361 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The Form 4 file by the Reporting Persons on November 16, 2021, inadvertently reported the incorrect number of shares of common stock beneficially owned by the Reporting Persons following the reported transactions. The amount reported herein reflects the number of shares of common stock beneficially owned by the Reporting Persons following the November 12, 2021 transactions.
- F2
Following the transactions reported herein, includes 13,669,287 shares held of record by Riverstone Talos Energy Equityco LLC ("Riverstone Equityco"), 1,257,396 shares held of record by Riverstone Talos Energy Debtco LLC ("Riverstone Debtco"), 4,510,000 shares held of record by ILX Holdings II, LLC ("ILX II"), 86,667 shares held of record by ILX Holdings III, LLC ("ILX III"), 43,333 shares held of record by REL US Partnership, LLC ("REL US Partnership"), 703,341 shares held of record by Riverstone V Castex 2014 Holdings, L.P. ("Castex 2014") and no shares held of record by ILX Holdings, LLC ("ILX").
- F3
David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C., which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Riverstone Holdings"), which is the sole shareholder of Riverstone Energy GP V Corp., which is the managing member of Riverstone Energy GP V, LLC, which is the general partner of Riverstone Energy Partners V, L.P. ("Riverstone Energy Partners V"), which is the general partner of Riverstone Global Energy and Power Fund V (FT), L.P., which is the general partner of Riverstone V Talos Holdings, L.P., which is the managing member of Riverstone Equityco and the sole manager of Riverstone Debtco.
- F4
In addition, Riverstone Energy Partners V owns an indirect interest in Castex 2014 and in ILX II, Riverstone Holdings is the owner of the ultimate general partner of ILX III, and Riverstone/Gower is the owner of the ultimate general partner of REL US Partnership. Each of the foregoing entity or person disclaims any such beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks
Due to the limitations of the electronic filing system, each of Riverstone Holdings LLC, Riverstone /Gower Mgmt Co Holdings, L.P., Riverstone Management Group, L.L.C., David M. Leuschen, and Pierre F. Lapeyre Jr. are filing a separate Form 4.