Statement of Changes in Beneficial Ownership (4)
December 06 2019 - 03:55PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instruction
1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * RALEIGH MICHAEL
PATRICK |
2. Issuer Name and Ticker or Trading
Symbol Pressburg, LLC [ ROAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
14701 HERTZ QUAIL SPRINGS PARKWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/6/2019
|
(Street)
OKLAHOMA CITY, OK 73134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A common stock |
12/6/2019 |
|
D |
|
76269766 (1)(2)(3) |
D |
(1) |
0 |
I |
See Footnote (2)(3) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
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. |
(2) |
Includes 76,269,766 shares
of Class A common stock held directly by Roan Holdings, LLC ("Roan
Holdings"). JVL Advisors, LLC ("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, 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, one of which is the Reporting Person. The Reporting Person
may be deemed to share dispositive power over the securities held
by Roan Holdings; |
(3) |
(Continued from Footnote 2)
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 in excess of his
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
RALEIGH MICHAEL PATRICK
14701 HERTZ QUAIL SPRINGS PARKWAY
OKLAHOMA CITY, OK 73134 |
X |
|
|
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Signatures
|
/s/ Will Jordan, attorney-in-fact |
|
12/6/2019 |
**Signature of Reporting
Person |
Date |
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