Amended Statement of Ownership (sc 13g/a)
January 13 2020 - 04:23PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
|
SCHEDULE 13G/A |
|
Under the Securities Exchange Act of 1934 |
(Amendment No. 1)* |
|
Roan Resources, Inc.
|
(Name of Issuer) |
|
Class A Common Stock, par value $0.001 per share
|
(Title of Class of Securities) |
|
769755109
|
(CUSIP Number) |
|
December 31, 2019
|
(Date of Event Which Requires Filing of This Statement) |
|
|
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed: |
|
¨ |
Rule 13d-1(b) |
¨ |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
|
(Page 1 of 9 Pages) |
______________________________
*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 the disclosures provided
in a prior cover page.
The information required in 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 |
13G/A |
Page
2
of 9 Pages |
1 |
NAME OF
REPORTING PERSON
Elliott Associates, L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
x
(b)
¨
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
|
6 |
SHARED
VOTING POWER
0
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
0
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12 |
TYPE OF
REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP No. 769755109 |
13G/A |
Page
3
of 9 Pages |
1 |
NAME OF
REPORTING PERSON
Elliott International, L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
x
(b)
¨
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
|
6 |
SHARED
VOTING POWER
0
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
0
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12 |
TYPE OF
REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP No. 769755109 |
13G/A |
Page
4
of 9 Pages |
1 |
NAME OF
REPORTING PERSON
Elliott International Capital Advisors Inc.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
x
(b)
¨
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
|
6 |
SHARED
VOTING POWER
0
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
0
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12 |
TYPE OF
REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 769755109 |
13G/A |
Page
5
of 9 Pages |
This Schedule 13G reflects the
beneficial ownership of the Reporting Persons (as defined below) as
of December 31, 2019: |
|
|
Item 1(a). |
NAME OF ISSUER |
|
Roan Resources, Inc. (the “Issuer”) |
|
|
Item 1(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
|
|
|
14701 Hertz Quail Springs
Pkwy |
|
Oklahoma City, OK 73134 |
|
|
Item 2(a). |
NAME OF PERSON FILING |
|
|
|
The names of the persons filing this statement on Schedule 13G are:
Elliott Associates, L.P. and its wholly-owned subsidiaries
(collectively, “Elliott Associates”), Elliott International, L.P.
(“Elliott International”) and its wholly-owned subsidiaries and
Elliott International Capital Advisors Inc. (“International
Advisors” and collectively with Elliott Associates and Elliott
International, the “Reporting Persons”). Paul E. Singer
(“Singer”), Elliott Capital Advisors, L.P., a Delaware limited
partnership (“Capital Advisors”), which is controlled by Singer,
and Elliott Special GP, LLC, a Delaware limited liability company
(“Special GP”), which is controlled by Singer, are the general
partners of Elliott Associates. Hambledon, Inc.
(“Hambledon”) is the general partner of Elliott
International. International Advisors is the investment
manager for Elliott International. International
Advisors expressly disclaims equitable ownership of and pecuniary
interest in any Class A Common Stock. |
|
|
Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE |
|
|
|
The business address of Elliott Associates, International Advisors,
Capital Advisors, Singer and Special GP is 40 West 57th Street,
30th Floor, New York, New York 10019. |
|
|
|
The business address of Elliott International and Hambledon is c/o
Maples & Calder, P.O. Box 309, Ugland House, South Church
Street, George Town, Cayman Islands, British West Indies. |
CUSIP No. 769755109 |
13G/A |
Page
6
of 9 Pages |
Item
2(c). |
CITIZENSHIP |
|
|
|
Each of Elliott
Associates and Capital Advisors is a limited partnership formed
under the laws of the State of Delaware. |
|
|
|
Elliott International
is a limited partnership formed under the laws of the Cayman
Islands, British West Indies. |
|
|
|
International
Advisors is a corporation formed under the laws of the State of
Delaware. |
|
|
|
Special GP is a
limited liability company formed under the laws of the State of
Delaware. |
|
|
|
Hambledon is a
corporation formed under the laws of the Cayman Islands, British
West Indies. |
|
|
|
Singer is a U.S.
citizen. |
|
|
Item
2(d). |
TITLE OF CLASS OF
SECURITIES |
|
|
|
Class A Common Stock,
par value $0.001 per share (the “Class A Common Stock”) |
|
|
Item
2(e). |
CUSIP
NUMBER |
|
|
|
769755109 |
|
|
Item
3. |
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
|
|
|
(a) |
¨ |
Broker or dealer registered under Section 15 of the Act; |
|
(b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act; |
|
(c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act; |
|
(d) |
¨ |
Investment company registered under Section 8 of the Investment
Company Act of 1940; |
|
(e) |
¨ |
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
|
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
|
(g) |
¨ |
A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
|
(h) |
¨ |
A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act; |
CUSIP No. 769755109 |
13G/A |
Page
7
of 9 Pages |
|
(i) |
¨ |
A church plan that is
excluded from the definition of an investment company under Section
3(c)(14) of the Investment Company Act; |
|
(j) |
¨ |
A non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
|
(k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
|
|
If
filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please
specify the type of institution:
|
|
|
Item
4. |
OWNERSHIP |
|
|
|
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1 |
|
|
|
|
(a) |
Amount beneficially owned: |
|
|
|
|
|
|
|
Elliott Associates individually beneficially owns 0 shares of Class
A Common Stock. |
|
|
|
|
|
|
|
Elliott International and International Advisors together
beneficially own 0 shares of Class A Common Stock. |
|
|
|
|
|
|
|
Elliott Associates, Elliott International and International
Advisors together beneficially own an aggregate of 0 shares of
Class A Common Stock. |
|
|
|
|
|
|
(b) |
Percent of class: |
|
|
|
|
|
|
|
Elliott Associates beneficially owned 0% of the outstanding shares
of Class A Common Stock. |
|
|
|
|
|
|
|
Elliott International and International Advisors owned 0% of the
outstanding shares of the Class A Common Stock. |
|
|
|
|
|
|
|
Elliott Associates, Elliott International and International
Advisors’ aggregate beneficial ownership constituted 0% of the
outstanding shares of Class A Common Stock. |
|
|
(c) |
Number of shares as to which such person has: |
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote |
|
|
|
Elliott Associates has sole power to vote or direct the vote of 0
shares of Class A Common Stock. |
|
|
|
|
|
|
|
CUSIP No. 769755109 |
13G/A |
Page
8
of 9 Pages |
|
|
(ii) |
Shared power to vote or to direct the vote |
|
|
|
Elliott International and International Advisors together have
shared power to vote or direct the vote of 0 shares of Class A
Common Stock. |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of |
|
|
|
Elliott Associates has sole power to dispose or direct the
disposition of 0 shares of Class A Common Stock. |
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of |
|
|
|
Elliott International and International Advisors together have
shared power to dispose or direct the disposition of 0 shares of
Class A Common Stock. |
Item
5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
|
|
|
If this
statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following: x |
|
|
Item
6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON |
|
|
|
Not applicable. |
|
|
Item
7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON |
|
|
|
Not
applicable. |
|
|
Item
8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP |
|
|
|
Not
applicable. |
|
|
Item
9. |
NOTICE
OF DISSOLUTION OF GROUP |
|
|
|
Not
applicable. |
|
|
Item
10. |
CERTIFICATION |
CUSIP No. 769755109 |
13G/A |
Page
9
of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge
and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DATE: January 13, 2020
ELLIOTT
ASSOCIATES, L.P. |
|
|
By: Elliott Capital Advisors, L.P., as General
Partner |
|
|
By: Braxton Associates, Inc., as General
Partner |
|
|
|
|
|
|
|
|
/s/ Elliot
Greenberg |
|
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Name: |
Elliot Greenberg |
|
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Title: |
Vice President |
|
|
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|
|
ELLIOTT
INTERNATIONAL, L.P. |
|
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By: Elliott International Capital Advisors Inc., as
Attorney-in-Fact |
|
|
|
|
|
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|
|
/s/ Elliot
Greenberg |
|
|
Name: |
Elliot Greenberg |
|
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Title: |
Vice President |
|
|
|
|
|
ELLIOTT
INTERNATIONAL CAPITAL ADVISORS INC. |
|
|
|
|
|
|
|
|
/s/ Elliot
Greenberg |
|
|
Name: |
Elliot Greenberg |
|
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Title: |
Vice President |
|
|
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