0001214659-23-006499.txt : 20230504
0001214659-23-006499.hdr.sgml : 20230504
20230504124011
ACCESSION NUMBER: 0001214659-23-006499
CONFORMED SUBMISSION TYPE: 5
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230331
FILED AS OF DATE: 20230504
DATE AS OF CHANGE: 20230504
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LIU JOHN D
CENTRAL INDEX KEY: 0001288449
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39795
FILM NUMBER: 23887516
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Richmond Hill Investments, LLC
CENTRAL INDEX KEY: 0001455952
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39795
FILM NUMBER: 23887521
BUSINESS ADDRESS:
STREET 1: 381 PARK AVENUE SOUTH
STREET 2: SUITE 1101
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 212-905-3540
MAIL ADDRESS:
STREET 1: 381 PARK AVENUE SOUTH
STREET 2: SUITE 1101
CITY: NEW YORK
STATE: NY
ZIP: 10016
FORMER NAME:
FORMER CONFORMED NAME: Essex Equity Capital Management, LLC
DATE OF NAME CHANGE: 20090210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Richmond Hill Capital Management, LLC
CENTRAL INDEX KEY: 0001501573
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39795
FILM NUMBER: 23887519
BUSINESS ADDRESS:
STREET 1: 375 HUDSON STREET
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 646.833.3258
MAIL ADDRESS:
STREET 1: 375 HUDSON STREET
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ER Reservoir LLC
CENTRAL INDEX KEY: 0001875478
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39795
FILM NUMBER: 23887522
BUSINESS ADDRESS:
STREET 1: C/O RICHMOND HILL INVESTMENTS
STREET 2: 375 HUDSON STREET, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 646-737-9290
MAIL ADDRESS:
STREET 1: C/O RICHMOND HILL INVESTMENTS
STREET 2: 375 HUDSON STREET, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Taylor Ryan P.
CENTRAL INDEX KEY: 0001501578
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39795
FILM NUMBER: 23887517
MAIL ADDRESS:
STREET 1: 375 HUDSON STREET
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ESSEX EQUITY HOLDINGS, LLC
CENTRAL INDEX KEY: 0001667008
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39795
FILM NUMBER: 23887518
BUSINESS ADDRESS:
STREET 1: 375 HUDSON STREET
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-989-2700
MAIL ADDRESS:
STREET 1: 375 HUDSON STREET
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Richmond Hill Investment Co., LP
CENTRAL INDEX KEY: 0001501577
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39795
FILM NUMBER: 23887520
BUSINESS ADDRESS:
STREET 1: 381 PARK AVENUE SOUTH
STREET 2: SUITE 1101
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 646.833.3258
MAIL ADDRESS:
STREET 1: 381 PARK AVENUE SOUTH
STREET 2: SUITE 1101
CITY: NEW YORK
STATE: NY
ZIP: 10016
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Reservoir Media, Inc.
CENTRAL INDEX KEY: 0001824403
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900]
IRS NUMBER: 000000000
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 200 VARICK STREET, SUITE 801A
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-675-0541
MAIL ADDRESS:
STREET 1: 200 VARICK STREET, SUITE 801A
CITY: NEW YORK
STATE: NY
ZIP: 10014
FORMER COMPANY:
FORMER CONFORMED NAME: Roth CH Acquisition II Co
DATE OF NAME CHANGE: 20200911
5
1
marketforms-61381.xml
PRIMARY DOCUMENT
X0407
5
2023-03-31
0
1
0001824403
Reservoir Media, Inc.
RSVR
0001875478
ER Reservoir LLC
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK
NY
10016
false
false
true
false
0001455952
Richmond Hill Investments, LLC
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK
NY
10016
false
false
false
true
May be deemed a 10% owner
0001501577
Richmond Hill Investment Co., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK
NY
10016
false
false
false
true
May be deemed a 10% owner
0001501573
Richmond Hill Capital Management, LLC
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK
NY
10016
false
false
false
true
May be deemed a 10% owner
0001667008
ESSEX EQUITY HOLDINGS, LLC
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK
NY
10016
false
false
false
true
May be deemed a 10% owner
0001501578
Taylor Ryan P.
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK
NY
10016
false
false
false
true
May be deemed a 10% owner
0001288449
LIU JOHN D
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK
NY
10016
false
false
false
true
May be deemed a 10% owner
0
Common stock, $0.0001 par value
2022-06-29
4
J
false
L
11940
6.70
A
13604733
D
Common stock, $0.0001 par value
15685
I
See Footnote
The shares being reported on this Form 5 represent Restricted Stock Units ("RSUs") awarded under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the "Plan") to Ryan P. Taylor. Each RSU represents the contingent right to receive the equivalent of one share of common stock, $0.0001 par value per share (the "Common Stock"), of Reservoir Media, Inc. (the "Issuer"). The RSU's were granted on June 29, 2022 in connection with Mr. Taylor's annual compensation for service as a non-employee director ("Grant Date"). The RSUs vested on July 28, 2022 (the "Vesting Date"). Due to his position as the manager of the general partner of a manager of ER Reservoir LLC (the "Fund"), Mr. Taylor directed the Issuer to transfer shares issued upon settlement of the RSUs into the account of the Fund on the applicable Vesting Date.
The number of RSUs received was calculated based on $6.70, which was the closing price of the Issuer's Common Stock on the Grant Date.
The amount of securities shown in this row is owned directly by the Fund. As a manager of the Fund, Richmond Hill Investments, LLC (the "RHI Manager") may be deemed to be a beneficial owner of 9,863,431 of the Issuer's securities held by the Fund. As a manager of the Fund, Richmond Hill Investment Co., LP (the "RHIC Manager") may be deemed to be a beneficial owner of 3,741,302 of the Issuer's securities held by the Fund. As the general partner of the RHIC Manager, Richmond Hill Capital Management, LLC (the "General Partner") may be deemed to be a beneficial owner of 3,741,302 of the Issuer's securities held by the Fund. As the manager of the RHI Manager, Essex Equity Holdings, LLC (the "EEH Manager") may be deemed to be a beneficial owner of 9,863,431 of the Issuer's securities held by the Fund (Continued in footnote 4).
(Continued from footnote 3) As the manager of the EEH Manager, John D. Liu may be deemed to be a beneficial owner of 9,863,431 of the Issuer's securities held by the Fund. As the manager of the General Partner, Ryan P. Taylor may be deemed to be a beneficial owner of 3,741,302 of the Issuer's securities held by the Fund. Each of the RHI Manager, the RHIC Manager, the General Partner, the EEH Manager, Mr. Liu and Mr. Taylor disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of its or his respective pecuniary interest therein.
The Reporting Persons listed on this Form 5 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 5 shall not be deemed to be an admission that the Reporting Persons are members of such group.
Amount of securities beneficially owned following the reported transaction includes 12,578 shares of Common Stock underlying RSUs awarded under the Plan to Mr. Taylor and 3,107 shares of Common Stock underlying Deferred Stock Units ("DSUs") awarded to Mr. Taylor for service as a non-employee director of the Issuer. Due to his position as the manager of the general partner of a manager of the Fund, Mr. Taylor has directed the Issuer to transfer shares issued upon settlement of the RSUs and DSUs into the account of the Fund on the applicable Settlement Date. Mr. Taylor disclaims beneficial ownership of the underlying shares except to the extent of his pecuniary interest therein.
/s/ Ryan P. Taylor, as Managing Director of ER Reservoir LLC
2023-05-04
/s/ John D. Liu, as Manager of Essex Equity Holdings, LLC, the manager of Richmond Hill Investments, LLC
2023-05-04
/s/ Ryan P. Taylor, as Manager of Richmond Hill Capital Management, LLC, the general partner of Richmond Hill Investment Co., LP
2023-05-04
/s/ Ryan P. Taylor, as Manager of Richmond Hill Capital Management, LLC
2023-05-04
/s/ John D. Liu, as Manager of Essex Equity Holdings, LLC
2023-05-04
/s/ Ryan P. Taylor
2023-05-04
/s/ John D. Liu
2023-05-04