If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
JVL Advisors, LLC
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) ¨
(b) x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Texas, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
78,367,634 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
78,367,634 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
78,367,634 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
50.87% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
OO
|
(1) Consists
of (i) 76,269,766 shares of Class A common stock, par value $0.001 per share (the “Common Stock”) of Roan Resources,
Inc., a Delaware corporation (“Issuer”) owned by Roan Holdings, LLC (“Roan
Holdings”), (ii) 762,698 shares of Common Stock owned by RH Debt Fund, L.P., a Texas limited partnership and (iii) 1,335,170
aggregate shares owned by Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Navitas Fund, LP, Blackbird
1846 Energy Fund, LP, Children’s Energy Fund, LP, and Panakeia Energy Fund, LP (collectively, the “Lovoi Entities”)
controlled by JVL Advisors, LLC (“JVL”). JVL, 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 (collectively, the “JVL Funds”),
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. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, Paul B. Loyd,
Jr., Michael P. Raleigh and Kelly Loyd. As a result, JVL may be deemed to beneficially own all of the reported securities held
by Roan Holdings. JVL also exercises voting and dispositive power over all securities held by RH Debt Fund, L.P. and the Lovoi
Entities and may be deemed to be the beneficial owner thereof. Each of JVL, RH Debt Fund, L.P. and the Lovoi Entities disclaims
beneficial ownership of the reported securities in excess of such entity’s or person’s respective pecuniary interest
therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
John V. Lovoi
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) ¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Texas, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
78,367,634 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
78,367,634 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
78,367,634 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
50.87% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
IN
|
(1) Consists
of (i) 76,269,766 shares owned by Roan Holdings, (ii) 762,698 shares of Common Stock owned by RH Debt Fund, L.P., a Texas limited
partnership and (iii) 1,335,170 shares owned the Lovoi Entities controlled indirectly by Mr. Lovoi through JVL. Mr. Lovoi
is the sole member of, and exercises investment management control over, JVL. JVL, indirectly through its investment management
arrangements with the JVL Funds, 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. The board of managers of Roan Holdings consists of four managers, of which JVL
has nominated three, Paul B. Loyd, Jr., Michael P. Raleigh and Kelly Loyd. Each of the JVL Funds is controlled indirectly by John
V. Lovoi. As a result, Mr. Lovoi may be deemed to beneficially own all of the reported securities held by Roan Holdings. Mr. Lovoi
also exercises voting and dispositive power over all securities held by the RH Debt Fund L.P. and the Lovoi Entities and may be
deemed to be the beneficial owner thereof. Each of Mr. Lovoi, RH Debt Fund, L.P. and the Lovoi Entities disclaims beneficial
ownership of the reported securities in excess of such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based upon 154,064,927 shares
of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the Quarter
ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Roan Holdings, LLC
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Delaware, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
76,269,766 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
76,269,766 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
76,269,766 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
49.50% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
OO
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL, indirectly through its investment management arrangements with the
JVL Funds, beneficially owns an approximate 74.14% interest in the Reporting Person and has the contractual right to nominate a
majority of the members of the board of managers of the Reporting Person, which board of managers exercises voting and dispositive
power over all securities held by the Reporting Person. The board of managers of Reporting Person consists of four managers, of
which JVL has nominated three, Paul B. Loyd, Jr., Michael P. Raleigh and Kelly Loyd. Mr. Lovoi is the sole member of, and exercises
investment management control over, JVL. Each of Messrs. Lovoi, Paul Loyd, Raleigh, Kelly Loyd, JVL, and the JVL Funds disclaims
beneficial ownership of the reported securities in excess of such entity’s or person’s respective pecuniary interest
therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Michael P. Raleigh
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) ¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Texas, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
76,269,766 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
76,269,766 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
76,269,766 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
49.50% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
IN
|
(1) Represents shares
of Common Stock owned by Roan Holdings. JVL, indirectly through its investment management arrangements with the JVL Funds, 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 the 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 JVL has nominated three, Paul B. Loyd,
Jr., Michael P. Raleigh and Kelly Loyd. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL.
Each of Messrs. Lovoi, Paul Loyd, Raleigh, Kelly Loyd, JVL, and the JVL Funds disclaims beneficial ownership of the reported securities
in excess of such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Paul B. Loyd, Jr.
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Texas, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
76,269,766 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
76,269,766 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
76,269,766 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
49.50% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
IN
|
(1) Represents shares
of Common Stock owned by Roan Holdings. JVL, indirectly through its investment management arrangements with the JVL Funds, 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 the 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 JVL has nominated three, Paul B. Loyd,
Jr., Michael P. Raleigh and Kelly Loyd. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL.
Each of Messrs. Lovoi, Paul Loyd, Raleigh, Kelly Loyd, JVL, and the JVL Funds disclaims beneficial ownership of the reported securities
in excess of such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
RH Debt Fund, L.P.
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Texas, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
762,698 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
762,698 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
762,698 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
0.50% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
PN
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL exercises voting and dispositive power over all securities held by
the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment
management control over, JVL. Each of Mr. Lovoi and JVL disclaims beneficial ownership of the reported securities in excess of
such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Luxiver WI, LP
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Delaware, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
327,683 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
327,683 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
327,683 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
0.21% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
PN
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL exercises voting and dispositive power over all securities held by
the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment
management control over, JVL. Each of Mr. Lovoi and JVL disclaims beneficial ownership of the reported securities in excess of
such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Navitas Fund, LP
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Texas, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
186,083 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
186,083 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
186,083 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
0.12% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
PN
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL exercises voting and dispositive power over all securities held by
the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment
management control over, JVL. Each of Mr. Lovoi and JVL disclaims beneficial ownership of the reported securities in excess of
such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Hephaestus Energy Fund, LP
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Delaware, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
293,771 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
293,771 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
293,771 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
0.19% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
PN
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL exercises voting and dispositive power over all securities held by
the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment
management control over, JVL. Each of Mr. Lovoi and JVL disclaims beneficial ownership of the reported securities in excess of
such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Children’s Energy Fund, LP
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Delaware, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
138,401 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
138,401 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
138,401 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
0.09% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
PN
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL exercises voting and dispositive power over all securities held by
the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment
management control over, JVL. Each of Mr. Lovoi and JVL disclaims beneficial ownership of the reported securities in excess of
such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
LVPU, LP
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) ¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Delaware, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
102,456 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
102,456 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
102,456 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
0.07% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
PN
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL exercises voting and dispositive power over all securities held by
the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment
management control over, JVL. Each of Mr. Lovoi and JVL disclaims beneficial ownership of the reported securities in excess of
such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Asklepios Energy Fund, LP
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Texas, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
52,584 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
52,584 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
52,584 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
0.03% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
PN
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL exercises voting and dispositive power over all securities held by
the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment
management control over, JVL. Each of Mr. Lovoi and JVL disclaims beneficial ownership of the reported securities in excess of
such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Panakeia Energy Fund, LP
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Delaware, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
91,861 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
91,861 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
91,861 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
0.06% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
PN
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL exercises voting and dispositive power over all securities held by
the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment
management control over, JVL. Each of Mr. Lovoi and JVL disclaims beneficial ownership of the reported securities in excess of
such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
CUSIP
No. 769755109
|
(1)
|
Names of Reporting Persons
|
|
Blackbird 1846 Energy Fund, LP
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
¨
(b)
x
|
(3)
|
SEC Use Only
|
|
(4)
|
Source of Funds (See Instructions)
|
OO
|
(5)
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
(6)
|
Citizenship or Place of Organization
|
Delaware, United States
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7)
|
Sole Voting Power
|
0
|
|
(8)
|
Shared Voting Power
|
142,331 (1)
|
|
(9)
|
Sole Dispositive Power
|
0
|
|
(10)
|
Shared Dispositive Power
|
142,331 (1)
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
142,331 (1)
|
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
0.09% (2)
|
(14)
|
Type of Reporting Person (See Instructions)
|
PN
|
(1) Represents shares
of Common Stock owned directly by the Reporting Person. JVL exercises voting and dispositive power over all securities held by
the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment
management control over, JVL. Each of Mr. Lovoi and JVL disclaims beneficial ownership of the reported securities in excess of
such entity’s or person’s respective pecuniary interest therein.
(2) Calculated based
upon 154,064,927 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019.
EXPLANATORY NOTE
The shares of Class
A common stock, par value $0.001 per share (the “Common Stock”) of Roan Resources, Inc., a Delaware corporation (“Issuer”)
to which this Schedule 13D relates were previously reported by the Reporting Persons on Schedule 13G filed with the Securities
and Exchange Commission (the “Commission”) on February 12, 2019. This Schedule 13D shall be deemed to be a conversion
of the Schedule 13G set forth above.
|
Item 1.
|
Security and Issuer
|
This Statement of Beneficial
Ownership on Schedule 13D relates to the Common Stock of the Issuer. The Issuer’s principal executive offices are located
at 14701 Hertz Quail Springs Pkwy, Oklahoma City, Oklahoma 73134.
|
Item 2.
|
Identity and Background
|
(a)
This Schedule 13D represents the filing of:
|
(i)
|
JVL Advisors, LLC, a Texas limited liability company (“JVL”);
|
|
(ii)
|
John V. Lovoi, an individual resident of Texas (“Mr. Lovoi”);
|
|
(iii)
|
Roan Holdings, LLC, a Delaware limited liability company (“Roan Holdings”);
|
|
(iv)
|
Michael P. Raleigh, an individual resident of Texas (“Mr. Raleigh”);
|
|
(v)
|
Paul B. Loyd, Jr., an individual resident of Texas (“Mr. Loyd”);
|
|
(vi)
|
RH Debt Fund, L.P., a Texas limited partnership (“RH Debt Fund”);
|
|
(vii)
|
Luxiver WI, LP, a Texas limited partnership (“Luxiver”);
|
|
(viii)
|
Navitas Fund, LP, a Texas limited partnership (“Navitas”);
|
|
(ix)
|
Hephaestus Energy Fund, LP, a Delaware limited partnership (“Hephaestus”);
|
|
(x)
|
Children’s Energy Fund, LP, a Delaware limited partnership (“Children’s Fund”);
|
|
(xi)
|
LVPU, LP, a Delaware limited partnership (“LVPU”);
|
|
(xii)
|
Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”);
|
|
(xiii)
|
Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”); and
|
|
(xiv)
|
Blackbird 1846 Energy Fund, LP, a Delaware limited partnership (“Blackbird”).
|
Each of JVL, Mr. Lovoi,
Roan Holdings, Mr. Raleigh, Mr. Loyd, RH Debt Fund, Luxiver, Navitas, Hephaestus, Children’s Fund, LVPU, Asklepios, Panakeia
and Blackbird is referred to individually as “Reporting Person” and collectively, the “Reporting Persons”.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial
ownership of the securities reported herein.
(b)
Each of the Reporting Persons’ principal executive offices are at 10000 Memorial Dr., Suite 550, Houston, Texas 77024.
(c)
Mr. Lovoi is the manager of Roan Holdings and is a managing member of the ultimate controlling entity of each of RH Debt
Fund, Luxiver, Navitas, Hephaestus, Children’s Fund, LVPU, Asklepios, Panakeia, and Blackbird (the “Lovoi Entities”).
Messrs. Lovoi, Raleigh and Loyd are principally engaged in the business of investing in equity, debt, derivative and other securities
and assets. Each of JVL, Roan Holdings and the Lovoi Entities are investment holding companies.
(d) None
of the Reporting Persons, to the knowledge of each such Reporting Person, has during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f)
Messrs. Lovoi, Raleigh and Loyd are citizens of the United States.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
The
response to Items 4 and 6 of this Schedule 13D is incorporated herein by reference.
On September 24, 2018,
the Issuer consummated a reorganization transaction pursuant to that certain Master Reorganization Agreement, dated as of September
17, 2018 (the “Master Reorganization Agreement”) by and among Linn Energy, Inc., Roan Holdings and Roan Resources LLC.
In connection with the Master Reorganization Agreement, the Issuer entered into a merger agreement (the “Merger Agreement”,
and together with the Master Reorganization Agreement, the “Reorganization”) with Roan Holdings, Roan Holdings Holdco,
LLC (“Roan Holdco”) and LINN Merger Sub #3, LLC (“HoldCo Merger Sub”),
pursuant to which HoldCo Merger Sub merged with and into Roan HoldCo, with Roan Holdco surviving the merger as the Issuer’s
wholly-owned direct subsidiary, and Roan Holdings, the sole member of Roan Holdco, receiving an aggregate of 76,269,766 shares
of Common Stock as merger consideration.
On
June 19, 2019, the Issuer entered into a commitment letter for a $100 million term loan facility with affiliates of certain
significant shareholders of the Company. In connection with the commitment, on June 26, 2019, the Company entered into a Common
Stock Subscription Agreement with RH Debt Fund (the “Subscription Agreement”), pursuant to which in exchange for the
commitments and $0.001 per share of Common Stock, the Issuer issued 762,698 shares
of Common Stock to RH Debt Fund on June 26, 2019 for an aggregate price of $762.70.
The
foregoing descriptions of the Master Reorganization Agreement, the Merger Agreement, the Subscription Agreement and the transactions
contemplated thereby do not purport to be complete and are qualified in their entirety by the actual Master Reorganization Agreement,
the Merger Agreement and the Subscription Agreement, copies of which are filed as Exhibit 2.1 to the Issuer’s Current Report
on Form 8-K filed with the Commission on September 21, 2018, as Exhibit 2.2 to the
Issuer’s Current Report on Form 8-K filed with the Commission on September 24,
2018, and as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on June 28, 2019, respectively,
and are incorporated herein by reference.
|
Item 4.
|
Purpose of Transaction
|
The
response to Items 3 and 6 hereof is incorporated herein by reference.
Messrs. Lovoi, Raleigh
and Loyd each serve on the board of directors of the Issuer (the “Board”). In
addition, Mr. Lovoi serves on the Compensation Committee of the Board and Messrs. Raleigh and Loyd serve on the Corporate Governance
Committee of the Board. As a result, Messrs. Lovoi, Raleigh and Loyd intend to take
an active role in working with the Issuer’s management on operational, financial and strategic initiatives.
The
Reporting Persons are engaged in the investment and trading business and, in pursuing this business, analyze the operations, capital
structure and markets of companies, including the Issuer and other businesses in the Issuer’s industry, on a continuous basis
through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of
such companies. The Reporting Persons intend to communicate with the Board, the Compensation Committee, members of management and/or
other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work
with management and the Board. The Reporting Persons intend to review the Reporting Persons’ investment in the Issuer on
a continuing basis. The Reporting Persons reserves the right to sell all or some of the Common Stock beneficially owned by them,
to purchase additional Common Stock, either separately or together with other persons, or to otherwise trade in the Common Stock,
in open market or private transactions. The Reporting Persons also reserve the right to acquire or dispose of derivatives or other
instruments related to Common Stock or other securities of the Issuer, provided that in its judgment such transactions are advisable.
Except
as set forth herein, the Reporting Persons do not have any plans or proposals which relate to or would result in:
|
(a)
|
the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
|
|
(b)
|
an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
(c)
|
a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
|
|
(d)
|
any change in the board of directors or management of the
Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
(e)
|
any material change in the present capitalization or dividend
policy of the Issuer;
|
|
(f)
|
any other material change in the Issuer’s business
or corporate structure;
|
|
(g)
|
changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the Issuer by any person;
|
|
(h)
|
causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of registered national
securities association;
|
|
(i)
|
a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
|
|
(j)
|
any action similar to those enumerated in clauses (a)-(i)
above.
|
The
Reporting Persons reserve the right to consider, either separately or together with other persons, plans or proposals relating
to or resulting in the occurrence of one or more of the transactions described in clauses (a)-(j) above in the future depending
upon the factors deemed relevant at the time or from time to time.
|
Item 5.
|
Interest in Securities of the Issuer
|
(a)-(b) The percent
of class provided for each Reporting Person below is made in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934,
as amended and is based on 154,064,927 shares of Common Stock outstanding August 5, 2019, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the Quarter ended June 30, 2019, filed with the Commission on August 7, 2019. The information provided
in the cover pages with respect to the beneficial ownership of each of the Reporting Persons is incorporated herein by reference.
(i)
Mr. Lovoi does not directly own any shares of Issuer’s Common Stock. As further described in Schedule A, Mr.
Lovoi is a managing member of the ultimate controlling entity of each of Luxiver, Navitas, Hephaestus, Children’s Fund, LVPU,
Asklepios, Panakeia, and Blackbird and thus beneficially owns, and may be deemed to possess shared voting and dispositive powers
with respect to 78,367,634 shares of Issuer’s Common Stock collectively held by these entities, representing approximately
50.87% of the issued and outstanding shares of Issuer’s Common Stock.
(ii)
JVL does not directly own any shares of Issuer’s Common Stock. JVL may be deemed to have voting and dispositive power
over the Issuer’s Common Stock owned by the each of Luxiver, Navitas, Hephaestus, Children’s Fund, LVPU, Asklepios,
Panakeia, and Blackbird and thus beneficially owns, and may be deemed to possess shared voting and dispositive powers with respect
to 78,367,634 shares of Issuer’s Common Stock collectively held by these entities, representing approximately 50.87% of the
issued and outstanding shares of Issuer’s Common Stock.
(iii)
Roan Holdings is the sole owner of, and shares with JVL and Mr. Lovoi the power to vote and dispose of, 76,269,766 shares
of Issuer’s Common Stock (49.50%). JVL, indirectly through its investment management arrangements with the JVL Funds, 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. Mr. Lovoi is the sole member of, and exercises investment management control
over, JVL. As a result, JVL and Mr. Lovoi may be deemed to exercise voting and dispositive power over all securities held by Roan
Holdings and may be deemed to be the beneficial owners thereof.
(iv)
Mr. Raleigh does not directly own any shares of Issuer’s Common Stock. Roan Holdings is the sole owner of 76,269,766
shares of Issuer’s Common Stock (49.50%). JVL, indirectly through its investment management arrangements with the JVL Funds,
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. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL. The board
of managers of Roan Holdings consists of four managers, of which JVL has nominated three, one of which is Mr. Raleigh. As a result,
Mr. Raleigh may be deemed to exercise voting and dispositive power over all securities held by Roan Holdings and may be deemed
to be the beneficial owners thereof.
(v)
Mr. Loyd does not directly own any shares of Issuer’s Common Stock. Roan Holdings is the sole owner of 76,269,766
shares of Issuer’s Common Stock (49.50%). JVL, indirectly through its investment management arrangements with the JVL Funds,
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. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL. The board
of managers of Roan Holdings consists of four managers, of which JVL has nominated three, one of which is Mr. Loyd. As a result,
Mr. Loyd may be deemed to exercise voting and dispositive power over all securities held by Roan Holdings and may be deemed to
be the beneficial owners thereof.
(vi)
RH Debt Fund is the sole owner of, and shares with JVL and Mr. Lovoi the power to vote and dispose of, 762,698 shares of
Issuer’s Common Stock (0.50%). JVL exercises voting and dispositive power over all securities held by RH Debt Fund and may
be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment management control over,
JVL.
(vii)
Luxiver is the sole owner of, and shares with JVL and Mr. Lovoi the power to vote and dispose of, 327,683 shares of Issuer’s
Common Stock (0.21%). JVL exercises voting and dispositive power over all securities held by Luxiver and may be deemed to be the
beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL.
(viii)
Navitas is the sole owner of, and shares with JVL and Mr. Lovoi the power
to vote and dispose of, 186,083 shares of Issuer’s Common Stock (0.12%). JVL exercises voting and dispositive power over
all securities held by Navitas and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises
investment management control over, JVL.
(ix)
Hephaestus, is the sole owner of, and shares with JVL and Mr. Lovoi the power to vote and dispose of, 293,771 shares
of Issuer’s Common Stock (0.19%). JVL exercises voting and dispositive power over all securities held by Hephaestus and may
be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment management control over,
JVL.
(x)
Children’s Fund is the sole owner of, and shares with JVL and Mr. Lovoi the power to vote and dispose of, 138,401
shares of Issuer’s Common Stock (0.09%). JVL exercises voting and dispositive power over all securities held by Children’s
Fund and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment management
control over, JVL.
(xi)
LVPU is the sole owner of, and shares with JVL and Mr. Lovoi the power to vote and dispose of, 102,456 shares of Issuer’s
Common Stock (0.07%). JVL exercises voting and dispositive power over all securities held by LVPU and may be deemed to be the beneficial
owner thereof. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL.
(xii)
Asklepios is the sole owner of, and shares with JVL and Mr. Lovoi the power to vote and dispose of, 52,584 shares of
Issuer’s Common Stock (0.03%). JVL exercises voting and dispositive power over all securities held by Asklepios and may be
deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL.
(xiii)
Panakeia is the sole owner of, and shares with JVL and Mr. Lovoi the power to vote and dispose of, 91,861
shares of Issuer’s Common Stock (0.06%). JVL exercises voting and dispositive power over all securities held by Panakeia
and may be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment management control
over, JVL.
(xiv)
Blackbird is the sole owner of, and shares with JVL and Mr. Lovoi the power to vote and dispose of, 142,331 shares
of Issuer’s Common Stock (0.09%). JVL exercises voting and dispositive power over all securities held by Blackbird and may
be deemed to be the beneficial owner thereof. Mr. Lovoi is the sole member of, and exercises investment management control over,
JVL.
The information provided
on the cover pages with respect to the beneficial ownership of each of the Reporting Persons is incorporated herein by reference.
The above Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests
therein, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are the beneficial owners of the reported
securities for purposes of Section 16 or for any other purpose.
(d)
|
JVL, indirectly through its investment management arrangements with the JVL Funds, beneficially owns an approximate 74.14%
interest in Roan Holdings and may be deemed to have the right to receive dividends from, or the proceeds from the sale of shares
of Common Stock of the Issuer owned by Roan Holdings.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
Registration
Rights Agreement
On
September 24, 2018, the Issuer entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with
Roan Holdings and certain other significant holders of the Issuer’s Common Stock identified on the signature pages thereto
(collectively, the “Holders”).
Pursuant
to, and subject to the limitations set forth in, the Registration Rights Agreement, the Issuer agreed, no later than thirty (30) days
following the Reorganization, to register under federal securities laws the public offer and resale of the shares of Common Stock
held by the Holders or certain of their affiliates or permitted transferees on a shelf registration statement.
In
addition, pursuant to the Registration Rights Agreement, certain of the Holders have the right to require the Issuer, subject to
certain limitations set forth therein, to effect a distribution of any or all of their shares of Common Stock by means of an underwritten
offering. Further, subject to certain exceptions, if at any time the Issuer proposes to register an offering of its equity securities
or conduct an underwritten offering, whether or not for its own account, then the Issuer must notify the Holders of such proposal
reasonably in advance of the anticipated filing date or commencement of the underwritten offering, as applicable, to allow them
to include a specified number of their shares in that registration statement or underwritten offering, as applicable.
Pursuant
to the Registration Rights Agreement, Holders agreed, for a period of 90 days from September 24, 2018, not to (i) sell, transfer
or otherwise dispose of any shares of Common Stock or publicly disclose the intention to make any offer, sale or disposition, or
(ii) make any demand for or exercise any right with respect to the registration of any shares of Common Stock other than (A) in
connection with an underwritten offering pursuant to the terms of the Registration Rights Agreement, (B) in connection with the
filing of any registration statement effected pursuant to the terms of the Registration Rights Agreement, (C) sales, transfers
and dispositions of shares of Common Stock up to an aggregate of 10% of the Common Stock outstanding on September 24, 2018 and
(D) distributions of shares of Common Stock to members, partners or stockholders of such Holders.
The
foregoing description of the Registration Rights Agreement is a summary only and is qualified in its entirety by reference to the
Registration Rights Agreement, a copy of which is attached as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed
with the Commission on September 24, 2018 and is incorporated herein by reference.
Stockholders’
Agreement
On
September 24, 2018, the Issuer entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with
Roan Holdings and certain of the other principal stockholder (collectively, the “principal stockholders”), which will
govern certain rights and obligations of the principal stockholders.
Pursuant
to the Stockholders’ Agreement, until the earlier of (i) the Issuer’s 2020 annual general meeting of stockholders
(the “2020 annual meeting”) and (ii) the date on which the Reporting Person ceases to beneficially own at least
5% of the outstanding shares of Common Stock, the Reporting Person shall have the right to designate one independent director (the
“Roan Holdings Independent Director”) to the board of directors of the Issuer (the “Board”) (subject to
the consent of the Principal Linn Stockholders) and to fill any vacancy on the Board due to the death, disability, resignation
or removal of any Roan Holdings Independent Director.
In
addition, the Stockholders’ Agreement provides that until the earlier of (i) the 2020 annual meeting and (ii) the
date on which the principal stockholder ceases to beneficially own at least 5% of the outstanding shares of Common Stock, the Reporting
Person shall have the right to designate to the Board a number of directors (each, a “Roan Holdings Director”) equal
to: (i) if the principal stockholder beneficially owns at least 30% of the outstanding shares of Common Stock, four directors;
(ii) if the principal stockholder beneficially owns at least 15% but less than 30% of the outstanding shares of Common Stock,
three directors; and (iii) if the principal stockholder beneficially owns at least 5% but less than 15% of the outstanding
shares of Common Stock, two directors, and, in each case, to fill any vacancy on the Board due to the death, disability, resignation
or removal of any Roan Holdings Director; provided, however, that at all times, at least one Roan Holdings
Director shall be an independent director. If principal stockholder’s designation rights terminate as a result of no longer
beneficially owning at least 5% of the Issuer’s outstanding shares of Common Stock, the Roan Holdings Directors shall be
entitled to continue serving on the Board until the end of such Roan Holdings Directors’ terms.
Additionally,
pursuant to the Stockholders’ Agreement the Issuer has agreed, to the fullest extent permitted by applicable law (including
with respect to any applicable fiduciary duties under Delaware law), to take all necessary action to effectuate the above by: (i) including
the persons designated pursuant to the Stockholders’ Agreement in the slate of nominees recommended by the Board for election
at any meeting of stockholders called for the purpose of electing directors, (ii) nominating and recommending each such individual
to be elected as a director as provided herein, (iii) soliciting proxies or consents in favor thereof, and (iv) without
limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including
providing at least as high a level of support for the election of such nominees as it provides to any other individual standing
for election as a director.
The
foregoing description of the Stockholders’ Agreement is a summary only and is qualified in its entirety by reference to the
Stockholders’ Agreement, a copy of which is attached as Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed
with the Commission on September 24, 2018 and is incorporated herein by reference.
2018 Voting
Agreement
On
September 24, 2018, the Issuer, Roan Holdings and certain other principal stockholders of the Issuer entered into a voting agreement
(the “2018 Voting Agreement”). Pursuant to the terms of the 2018 Voting Agreement, on September 27, 2018, Roan Holdings
voted all of its outstanding shares of the Common Stock (i) in favor of the adoption and approval of the form of second amended
and restated certificate of incorporation of the Issuer, the form of second amended and restated bylaws of the Issuer, the form
of amended and restated certificate of incorporation of Linn Energy, Inc. and the
form of second amended and restated bylaws of Linn Energy, Inc., and (ii) against
any proposal made in opposition to, or in competition with, such amendment and restatement of the existing amended and restated
certificate of incorporation and amended and restated bylaws of the Issuer and the existing certificate of incorporation and existing
amended and restated bylaws of Linn Energy, Inc. (the “Original Charter Documents”),
and against any other proposal, action or transaction involving the Issuer, Linn Energy,
Inc. or any of the Issuer’s other subsidiaries, which proposal, action or transaction would reasonably be expected
to impede, frustrate, prevent or materially delay the amendment and restatement of the Original Charter Documents or other transactions
contemplated by the Voting Agreement. The Issuer agreed to take all necessary action to effectuate the foregoing.
The
foregoing description of the 2018 Voting Agreement is a summary only and is qualified in its entirety by reference to the 2018
Voting Agreement, a copy of which is attached as Exhibit 10.6 to the Issuer’s Current Report on Form 8-K filed with the Commission
on September 24, 2018 and is incorporated herein by reference.
2019 Voting
Agreement
On
October 1, 2019, Citizen Energy Operating, LLC, a Delaware limited liability company
(“Citizen”) entered into Voting Agreements (the “2019 Voting Agreements”) with each of the directors
and executive officers of the Issuer, the Lovoi Entities and certain other holders of Common Stock (collectively, the “2019
Holders”), and, solely for the purpose of certain specified sections, the Issuer. Pursuant to the 2019 Voting Agreements,
the 2019 Holders agreed to vote all Common Stock owned by the 2019 Holders in favor of the merger
of Citizen Energy Pressburg Inc., a Delaware corporation (the “Merger Sub”), with and into the Issuer, on the terms
and subject to the conditions set forth in the an Agreement and Plan of Merger, dated as of October 1, 2019, by and among the Issuer,
Citizen and Merger Sub (the “Merger Agreement”) and the adoption of the Merger Agreement at any meeting of the
Issuer’s stockholders called for such purpose and against any Alternative Proposal (as defined in the 2019 Voting Agreements)
or any proposal made in opposition to the adoption of the Merger Agreement, without regard to the terms of any Alternative Proposal.
Each
2019 Voting Agreement will terminate on the earliest to occur of (i) the effective time of the Merger, (ii) the termination of
the Merger Agreement; (iii) the date of any modification or amendment to, or the waiver of any provision of, the Merger Agreement
that reduces the amount, changes the form of consideration payable, or otherwise adversely affects the 2019 Holders in any material
respect, (iv) a Change in Recommendation (as defined in the Merger Agreement), (v) the effectiveness of a written agreement executed
by the parties to the 2019 Voting Agreements to terminate the 2019 Voting Agreements and (vi) the election of any 2019 Holder to
terminate such 2019 Voting Agreement if the Effective Time has not occurred on or before the April 7, 2020 (the earliest of such
times, the “Expiration Date”).
Among
other things, the 2019 Holders further agreed (i) not to initiate, solicit, knowingly encourage or knowingly facilitate any third
person to make a third party proposal or to participate in any discussions or negotiations in connection therewith and (ii) not
to (A) sell, transfer, assign, tender in any tender or exchange offer, pledge encumber, hypothecate or similarly dispose of the
Common Stock owned by the 2019 Holders or (B) deposit any Common Stock into a voting trust or enter into a voting agreement or
grant any proxy, consent or power of attorney that is inconsistent with the 2019 Voting Agreements at any time prior to the Expiration
Date.
The
foregoing description of the 2019 Voting Agreements is a summary only and is qualified in its entirety by reference to the Form
of the 2019 Voting Agreement, a copy of which is attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed
with the Commission on October 1, 2019 and is incorporated herein by reference. The Voting Agreement entered into with each 2019
Holder is substantially in the Form of the 2019 Voting Agreement.
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Item 7.
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Material to Be Filed as Exhibits
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99.1
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Joint Filing Agreement of Reporting Persons, dated as of October 11, 2019.
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99.2
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Master Reorganization Agreement dated September 17, 2018, by and among Linn Energy, Inc., Roan
Resources Holdings, LLC and Roan Resources LLC (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on
Form 8-K filed by the Issuer on September 21, 2018).
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99.3
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Merger Agreement, dated September 24, 2018, by and among the Reporting Person, Roan Holdings Holdco,
LLC, Roan Resource, Inc. and Linn Merger Sub #3, LLC (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report
on Form 8-K filed by the Issuer on September 24, 2018)
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99.4
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Registration Rights Agreement, dated September 24, 2018, by and among Roan Resources, Inc. and
each of the other parties listed on the signature page thereto (incorporated by reference to Exhibit 4.1 to the Issuer’s
Current Report on Form 8-K filed by the Issuer on September 24, 2018).
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99.5
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Stockholders’ Agreement, dated September 24, 2018, by and among Roan Resources, Inc., the
Existing LINN Owners (as defined therein), Roan Holdings, LLC and any other persons signatory thereto from time to time (incorporated
by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed by the Issuer on September 24, 2018).
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99.6
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Voting Agreement, dated
September 24, 2018, by and among Roan Resources, Inc., the Existing LINN Owners (as defined therein), Roan Holdings, LLC and any
other persons signatory thereto from time to time (incorporated by reference herein from Exhibit 10.6 to the Issuer’s Current
Report on Form 8-K, filed with the Commission on September 24, 2018).
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99.7
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Common Stock Subscription Agreement, dated June 26, 2019, by and among
Roan Resources, Inc. and each of the other parties listed on the signature pages thereto (incorporated
by reference herein from Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Commission on June 28, 2019).
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99.8
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Form of Voting Agreement,
dated October 1, 2019 (incorporated by reference herein from Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed
with the Commission on October 1, 2019).
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SIGNATURES
After reasonable inquiry and to the best
of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 11, 2019
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JVL ADVISORS, LLC
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By:
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/s/ John V. Lovoi
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Name: John V. Lovoi
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Title: Manager
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|
|
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/s/ John V. Lovoi
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John V. Lovoi
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ROAN HOLDINGS, LLC
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|
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By:
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s/ Paul B. Loyd, Jr.
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Name: Paul B. Loyd, Jr.
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Title: President
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|
|
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/s/ Michael P. Raleigh
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Michael P. Raleigh
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|
|
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/s/ Paul B. Loyd, Jr.
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|
Paul B. Loyd, Jr.
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RH DEBT FUND, L.P.
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|
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By: JVL Advisors, LLC, its General Partner
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|
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By:
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/s/ John V. Lovoi
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Name: John V. Lovoi
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|
Title: Manager
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LUXIVER, LP
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|
|
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By: LB Luxiver GP, LP, a Texas limited partnership, its General Partner
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|
By: LB Luxiver, LLC, a Texas limited liability company, its General Partner
|
|
By: Lobo Baya, LLC, a Texas limited liability company, its sole Member
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|
|
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By:
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/s/ John V. Lovoi
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|
|
Name: John V. Lovoi
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|
Title: Manager
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NAVITAS FUND, LP
|
|
|
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By: JVL Partners, L.P., a Texas limited partnership, its General Partner
|
|
By: JVL Advisors, LLC, its General Partner
|
|
|
|
By:
|
/s/ John V. Lovoi
|
|
Name: John V. Lovoi
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|
Title: Manager
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HEPHAESTUS ENERGY FUND, LP
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|
|
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By: Hephaestus Energy Fund GP, LP, a Texas limited partnership, its General Partner
|
|
By: HEF GP, LLC, a Texas limited liability company, its General Partner
|
|
By: JVL Advisors, LLC, its sole Member
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|
|
|
By:
|
/s/ John V. Lovoi
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CHILDREN’S ENERGY FUND, LP
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|
|
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By: Children’s Energy Fund GP, LP, a Texas limited partnership, its General Partner
|
|
By: JVL Advisors, LLC, its General Partner
|
|
|
|
By:
|
/s/ John V. Lovoi
|
|
Name: John V. Lovoi
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|
Title: Manager
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|
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LVPU, LP
|
|
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|
By: LVPU GP, LP, a Texas limited partnership, its General Partner
|
|
By: JVL Advisors, LLC, its General Partner
|
|
|
|
By:
|
/s/ John V. Lovoi
|
|
Name: John V. Lovoi
|
|
Title: Manager
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|
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ASKLEPIOS ENERGY FUND, LP
|
|
|
|
By: Asklepios Energy GP, LP, a Texas limited partnership, its General Partner
|
|
By: JVL Advisors, LLC, its General Partner
|
|
|
|
By:
|
/s/ John V. Lovoi
|
|
Name: John V. Lovoi
|
|
Title: Manager
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PANAKEIA ENERGY FUND, LP
|
|
|
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By: Panakeia Energy Fund GP, LP, a Texas limited partnership, its General Partner
|
|
By: PEF GP, LLC, a Texas limited liability company, its General Partner
|
|
By: JVL Advisors, LLC, its sole Member
|
|
|
|
By:
|
/s/ John V. Lovoi
|
|
Name: John V. Lovoi
|
|
Title: Manager
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|
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BLACKBIRD 1846 ENERGY FUND, LP
|
|
|
|
By: Blackbird 1846 Energy Fund GP, L.P.,
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|
its General Partner
|
|
By: JVL Advisors, LLC, its General Partner
|
|
|
|
By:
|
/s/ John V. Lovoi
|
|
Name: John V. Lovoi
|
|
Title: Manager
|
Schedule A
The general partner
of RH Debt Fund, L.P. is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual
expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein.
The business address of such individual is 10000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner
of Luxiver, LP is LB Luxiver GP, LP. The general partner of LB Luxiver GP, LP is LB Luxiver, LLC. The sole managing member of LB
Luxiver, LLC is Lobo Baya, LLC. The following individuals are the managing members of Lobo Baya, LLC: John V. Lovoi, Paul B. Loyd,
Jr., Michael Raleigh, Norbert Csaszar, Kelly Loyd and Derek Michaelis. Such individuals expressly disclaim any beneficial ownership
in the Evolution Common Stock, except to the extent of their pecuniary interests therein. The business address of such individuals
is 10000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner
of Navitas Fund, LP is JVL Partners, L.P. The general partner of JVL Partners, L.P. is JVL Advisors, LLC. John V. Lovoi is the
sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common
Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10000 Memorial Drive,
Suite 550, Houston, Texas 77024.
The general partner
of Hephaestus Energy Fund, LP is Hephaestus Energy Fund GP, LP. The general partner of Hephaestus Energy Fund GP, LP is HEF GP,
LLC. The sole member and manager of HEF GP, LLC is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors,
LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary
interests therein. The business address of such individual is 10000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner
of Children’s Energy Fund, LP is Children’s Energy Fund GP, LP. The general partner of Children’s Energy Fund
GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims
any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address
of such individual is 10000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner
of LVPU, LP is LVPU GP, LP. The general partner of LVPU GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager
of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the
extent of his pecuniary interests therein. The business address of such individual is 10000 Memorial Drive, Suite 550, Houston,
Texas 77024.
The general partner
of Asklepios Energy Fund, LP is Asklepios Energy Fund GP, LP. The general partner of Asklepios Energy Fund GP, LP is JVL Advisors,
LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership
in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual
is 10000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner
of Panakeia Energy Fund, LP is Panakeia Energy Fund GP, LP. The general partner of Panakeia Energy Fund GP, LP is PEF GP, LLC.
The sole member and manager of PEF GP, LLC is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors,
LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary
interests therein. The business address of such individual is 10000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner
of Blackbird 1846 Energy Fund, LP is Blackbird 1846 Energy Fund GP, L.P. The general partner of Blackbird 1846 Energy Fund GP,
L.P. is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims
any beneficial ownership in the Shares, except to the extent of his pecuniary interests therein. The business address of such individual
is 10000 Memorial Drive, Suite 550, Houston, Texas 77024.