SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
R/C IV Eagle Holdings, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Midstates Petroleum Company, Inc. [ MPO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/30/2015 C 3,738,424(1)(2)(3) A $110(1)(2)(3) 3,738,424 I See footnote(4)(5)
Common Stock 09/30/2015 J(6) 3,738,424 D (6) 0 I See footnote(4)(5)
Common Stock 09/30/2015 J(6) 3,541,665(6) A (6) 3,541,665 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock $110(1)(2)(3) 09/30/2015 C 325,000 10/01/2013 09/30/2015(1)(2) Common Stock 3,738,424(1)(2)(3) $0 0 I See footnote(4)(5)
1. Name and Address of Reporting Person*
R/C IV Eagle Holdings, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Eagle Energy Production, LLC

(Last) (First) (Middle)
9 EAST 4TH STREET
SUITE 200

(Street)
TULSA OK 74103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Eagle Energy Operating Company, LLC

(Last) (First) (Middle)
9 EAST 4TH STREET
SUITE 200

(Street)
TULSA OK 74103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Eagle Energy Operating GP, LLC

(Last) (First) (Middle)
9 EAST 4TH STREET
SUITE 200

(Street)
TULSA OK 74103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Eagle Energy Co of Oklahoma, LLC

(Last) (First) (Middle)
200 REUNION CENTER, 9 EAST 4TH STREET

(Street)
TULSA OK 74103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Riverstone/Carlyle Energy Partners IV, L.P.

(Last) (First) (Middle)
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
R/C Energy GP IV, LLC

(Last) (First) (Middle)
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. On September 30, 2015, all of the 325,000 shares of the Series A Mandatorily Convertible Preferred Stock ("Series A Stock") of the Issuer held by Eagle Energy Operating Company, LLC ("Eagle Operating") automatically converted into 3,738,424 shares of Common Stock (the "Converted Shares") based on a liquidation preference of approximately $1,265.32 and a conversion price of approximately $110.00. The shares of Series A Stock had an initial liquidation value of $1,000 per share, and were convertible, in whole but not in part, at the option of the holders of a majority of the outstanding Series A Stock into shares of Common Stock on or after October 1, 2013.
2. If not previously converted, the Series A Stock was subject to mandatory conversion into shares of Common Stock on September 30, 2015 at a conversion price based upon the volume weighted average price of Common Stock during the 15 trading days immediately prior to the mandatory conversion date, but in no instance could the price be greater than $13.50 per share or less than $11.00 per share.
3. Dividends on the Series A Stock accrued at a rate of 8.0% per annum, payable semiannually on March 30 and September 30, at the Issuer's sole option, in cash or through an increase in the liquidation preference. On each dividend payment date through September 30, 2015, the Issuer elected to pay the dividend due on such date through an increase in the Series A Stock liquidation preference. The maximum and minimum conversion prices were also subject to adjustments for certain events, such as the reverse stock split that occurred on August 3, 2015. Following the reverse stock split, the maximum and minimum conversion prices were adjusted to approximately $135.00 per share and $110.00 per share, respectively.
4. Held by Eagle Operating. On October 1, 2012, the Issuer issued 260,000 shares of Series A Stock to Eagle Operating in connection with the sale of certain assets (the "Transaction"), and deposited 65,000 shares of Series A Stock (the "Escrowed Shares") into an escrow account to secure certain of Eagle Energy Production, LLC's ("Eagle") indemnity obligations in connection with the Transaction. On October 1, 2013, all of the Escrowed Shares were released to Eagle. On October 2, 2013, Eagle transferred the Escrowed Shares to Eagle Operating.
5. R/C Energy GP IV, LLC ("Ultimate R/C GP") is the general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("R/C GP"), which is the general partner of R/C IV Eagle Holdings, L.P. ("Eagle Holdings"), which is the controlling member of Eagle Energy Company of Oklahoma, LLC ("Eagle Oklahoma"), which is the sole managing member of Eagle Energy Operating GP, LLC ("Eagle Operating GP"), which is the general partner of Eagle Operating, which is the sole managing member of Eagle. Each of Ultimate R/C GP, R/C GP, Eagle Holdings, Eagle Oklahoma and Eagle Operating GP may be deemed to indirectly own any securities directly owned by Eagle Operating.
6. On September 30, 2015, Eagle Operating distributed the Converted Shares to Eagle Oklahoma and Eagle Operating GP (which distributed its Converted Shares to Eagle Oklahoma), and Eagle Oklahoma distributed the Converted Shares to its members in accordance with its Third Amended and Restated Limited Liability Company Agreement dated as of October 9, 2012. As part of this in-kind distribution, Eagle Holdings received 3,541,665 shares of Common Stock (the "Distributed Shares"). Each of Ultimate R/C GP and R/C GP may be deemed to indirectly own the Distributed Shares directly owned by Eagle Holdings.
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Production, LLC 09/30/2015
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Operating Company, LLC 09/30/2015
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Operating GP, LLC 09/30/2015
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Company of Oklahoma, LLC 09/30/2015
/s/ Thomas Walker, as Managing Director of R/C Energy GP IV, LLC, on behalf of R/C IV Eagle Holdings, L.P. 09/30/2015
/s/ Thomas Walker, as Managing Director of R/C Energy GP IV, LLC, on behalf of Riverstone/Carlyle Energy Partners IV, L.P. 09/30/2015
/s/ Thomas Walker, as Managing Director, on behalf of R/C Energy GP IV, LLC 09/30/2015
** Signature of Reporting Person Date
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