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