| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/01/2023 |
3. Issuer Name and Ticker or Trading Symbol
TALOS ENERGY INC. [ TALO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 59,651(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Performance Share Unit | (2) | (2) | Common Stock | 29,623(2) | (2) | D | |
| Explanation of Responses: |
| 1. Includes (i) 4,539 restricted stock units ("RSUs") granted on March 8, 2021, which vest on March 8, 2024, (ii) 9,677 RSUs granted on March 5, 2022, 4,838 of which vest on March 5, 2024 and 4,839 of which vest on March 5, 2025, (iii) 30,326 RSUs granted on March 5, 2022, which vest on March 5, 2024 and (iv) 15,109 RSUs granted March 24, 2023, of which 5,036 vest March 24, 2024, 5,036 vest on March 24, 2025 and 5,037 vest on March 24, 2026. Each RSU was issued pursuant to the Talos Energy Inc. 2021 Long Term Incentive Plan (the "LTIP") and represents a contingent right to receive one share of common stock, par value $0.01 per share of Talos Energy Inc. (a "Share") upon vesting. The RSUs were compensatory awards and were received for no cash consideration. |
| 2. Each performance share unit ("PSU") represents a contingent right to receive one Share. Between 0% and 200% of the target number of PSUs granted are eligible to vest based on continued employment and the Issuer's annualized absolute total shareholder return over the period from (i) January 1, 2022 through December 31, 2024 with respect to 14,514 PSUs and (ii) January 1, 2023 through December 31, 2025 with respect to 15,109 PSUs. The PSUs granted in clauses (i) and (ii) were issued to the reporting person pursuant to the LTIP prior to such reporting person becoming a Section 16 officer on each of March 5, 2022 and March 5, 2023, respectively. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney Executive Vice President and Head of Operations |
| /s/ William S. Moss III, attorney-in-fact | 12/01/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||