0001104659-20-041822.txt : 20200401 0001104659-20-041822.hdr.sgml : 20200401 20200401154656 ACCESSION NUMBER: 0001104659-20-041822 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200330 FILED AS OF DATE: 20200401 DATE AS OF CHANGE: 20200401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Energy Partners V, L.P. CENTRAL INDEX KEY: 0001597142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38497 FILM NUMBER: 20765285 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129930076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Talos Energy Equityco LLC CENTRAL INDEX KEY: 0001741035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38497 FILM NUMBER: 20765286 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone V Talos Holdings, L.P. CENTRAL INDEX KEY: 0001741036 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38497 FILM NUMBER: 20765287 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Global Energy & Power Fund V (FT), L.P. CENTRAL INDEX KEY: 0001741037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38497 FILM NUMBER: 20765288 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Energy GP V, LLC CENTRAL INDEX KEY: 0001597157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38497 FILM NUMBER: 20765289 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129930076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Energy GP V Corp. CENTRAL INDEX KEY: 0001706510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38497 FILM NUMBER: 20765290 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TALOS ENERGY INC. CENTRAL INDEX KEY: 0001724965 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 823532642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-328-3000 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: SAILFISH ENERGY HOLDINGS Corp DATE OF NAME CHANGE: 20171211 4 1 a4.xml 4 X0306 4 2020-03-30 0 0001724965 TALOS ENERGY INC. TALO 0001597142 Riverstone Energy Partners V, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 1 0 1 0 0001741035 Riverstone Talos Energy Equityco LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 1 0 1 0 0001741036 Riverstone V Talos Holdings, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 1 0 1 0 0001741037 Riverstone Global Energy & Power Fund V (FT), L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 1 0 1 0 0001597157 Riverstone Energy GP V, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 1 0 1 0 0001706510 Riverstone Energy GP V Corp. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 1 0 1 0 Common Stock 2020-03-30 4 M 0 4960000 0 A 4960000 I By ILX Holdings, LLC Common Stock 2020-03-30 4 M 0 4510000 0 A 4510000 I By ILX Holdings II, LLC Common Stock 2020-03-30 4 M 0 130000 0 A 130000 I By ILX Holdings III, LLC Common Stock 2020-03-30 4 M 0 1400000 0 A 1400000 I By Castex Energy 2014, LLC Common Stock 13669287 I By Riverstone Talos Energy Equityco LLC Common Stock 1257396 I By Riverstone Talos Energy Debtco LLC Series A Convertible Preferred Stock 2020-03-30 4 M 0 49600 0 D Common Stock 4960000 0 I By ILX Holdings, LLC Series A Convertible Preferred Stock 2020-03-30 4 M 0 45100 0 D Common Stock 4510000 0 I By ILX Holdings II, LLC Series A Convertible Preferred Stock 2020-03-30 4 M 0 1300 0 D Common Stock 130000 0 I By ILX Holdings III, LLC Series A Convertible Preferred Stock 2020-03-30 4 M 0 14000 0 D Common Stock 1400000 0 I By Castex Energy 2014, LLC On February 28, 2020, as partial consideration for the Issuer's acquisition of certain limited liability company interests, the Issuer issued an aggregate 110,000 shares of Series A Convertible Preferred Stock to ILX Holdings, LLC ("ILX Holdings"), ILX Holdings II, LLC ("ILX Holdings II"), ILX Holdings III, LLC ("ILX Holdings III") and Castex Energy 2014, LLC ("Castex 2014"). Each share of Series A Convertible Preferred Stock converted into 100 shares of the Issuer's common stock on March 30, 2020, which is 20 calendar days following the stated date of distribution to the Issuer's stockholders of a definitive Information Statement on Schedule 14C relating to the conversion of such Series A Convertible Preferred Stock. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management"), which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Holdings"). Holdings is the sole shareholder of Riverstone Energy GP V Corp ("Riverstone Corp"), which is the managing member of Riverstone Energy GP V, LLC ("Riverstone GP"), 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. ("Riverstone Energy Fund V"), which is the general partner of Riverstone V Talos Holdings, L.P. ("Riverstone Aggregator"), which is the managing member of Riverstone Talos Energy Equityco LLC ("Riverstone Equityco") and the sole manager of Riverstone Talos Energy Debtco LLC ("Riverstone Debtco"). In addition of Riverstone Energy Partners V and Riverstone Energy Fund V own an indirect interest in Castex 2014, and Riverstone Energy Partners V owns an indirect interest in ILX Holdings II. Holdings is the owner of the ultimate general partners of each of ILX Holdings and ILX Holdings III. Each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower and Holdings may be deemed to share beneficial ownership of the securities held of record by ILX Holdings and ILX Holdings III, and each of the foregoing entities and persons, together with Riverstone Corp, Riverstone GP, Riverstone Energy Partners V and Riverstone Energy Fund V may be deemed to share beneficial ownership of the securities held of record by Castex 2014 and ILX Holdings II, and such entities and persons, together with Riverstone Aggregator, may be deemed to share beneficial ownership of the securities held of record by Riverstone Equityco and Riverstone Debtco. Each such entity or person disclaims any such beneficial ownership of such securities 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. Each of Robert M. Tichio and Rajen Mahagaokar serve on the board of directors of the Issuer as a representative of the reporting persons. As a result, each reporting person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act. 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. Riverstone Talos Energy Equityco LLC by: /s/ Peter Haskopoulos, Managing Director 2020-04-01 Riverstone V Talos Holdings, L.P. by: Riverstone Energy Partners V, L.P., its general partner by: Riverstone Energy GP V, LLC, its general partner by: /s/ Peter Haskopoulos, Managing Director 2020-04-01 Riverstone Global Energy and Power Fund V (FT), L.P. by: Riverstone Energy Partners V, L.P., its general partner by: Riverstone Energy GP V, LLC, its general partner by: /s/ Peter Haskopoulos, Managing Director 2020-04-01 Riverstone Energy Partners V, L.P. by: Riverstone Energy GP V, LLC, its general partner by: /s/ Peter Haskopoulos, Managing Director 2020-04-01 Riverstone Energy GP V, LLC by: /s/ Peter Haskopoulos, Managing Director 2020-04-01 Riverstone Energy GP V Corp by: /s/ Peter Haskopoulos, Director 2020-04-01