UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Centennial Resource Development, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
15136A102
(CUSIP Number)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 15136A102 | 13G | Page 2 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS Tide Point Capital Management, LP |
|
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] |
|
| 3. | SEC
USE ONLY |
|
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 4,219,802 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 4,219,802 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,219,802 |
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% |
|
| 12. | TYPE
OF REPORTING PERSON (see instructions) IA, PN |
| CUSIP No. 15136A102 | 13G | Page 3 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS Tide Point Capital Management GP, LLC |
|
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] |
|
| 3. | SEC
USE ONLY |
|
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 4,219,802 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 4,219,802 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,219,802 |
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% |
|
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
| CUSIP No. 15136A102 | 13G | Page 4 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS Tide Point Master Fund, Ltd. |
|
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] |
|
| 3. | SEC
USE ONLY |
|
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 3,113,158 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 3,113,158 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,113,158 |
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% |
|
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
| CUSIP No. 15136A102 | 13G | Page 5 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS Christopher Winham |
|
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] |
|
| 3. | SEC
USE ONLY |
|
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 4,219,802 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 4,219,802 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,219,802 |
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% |
|
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
| CUSIP No. 15136A102 | 13G | Page 6 of 9 Pages |
Item 1.
| (a) | Name of Issuer | |
Centennial Resource Development, Inc. (the “Issuer”), formerly known as Silver Run Acquisition Corp. | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 1401 Seventeenth Street, Suite 1000, Denver, Colorado 80202 |
Item 2.
| (a) | Name of Person Filing | |
| This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): |
| i) | Tide Point Capital Management, LP (“TPCM”); | |
| ii) | Tide Point Capital Management GP, LLC (“TPGP”); | |
| iii) | Tide Point Master Fund, Ltd. (“TPMF”); and | |
| iv) | Christopher Winham. |
This Statement relates to Shares (as defined herein) held for the account of TPMF. TPCM serves as the investment manager for TPMF. This Statement also relates to Shares held for the accounts of other funds to which TPCM serves as investment manager or sub-investment manager (the “Funds”). As such, TPCM has been granted investment discretion and/or power to control the voting authority over portfolio investments, including the Shares, held for the account of TPMF and the Funds. TPGP is the general partner of TPCM. Christopher Winham is the managing member of TPGP.
| (b) | Address of the Principal Office or, if none, residence | |
| The address of the principal office of each Reporting Person is 1700 East Putnam Avenue, Suite 201, Old Greenwich, CT, 06870. | ||
| (c) | Citizenship |
| i) | TPCM is a Delaware limited partnership. | |
| ii) | TPGP is a Delaware limited liability company. | |
| iii) | TPMF is a Cayman Islands exempted company. | |
| iv) | Christopher Winham is a United States citizen. |
| (d) | Title of Class of Securities | |
| Class A Common Stock, par value $0.0001 per share (the “Shares”) | ||
| (e) | CUSIP Number | |
| 15136A102 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
| CUSIP No. 15136A102 | 13G | Page 7 of 9 Pages |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: | |||
|
TPCM, TPGP and Christopher Winham may be deemed to be the beneficial owner of 4,219,802 Shares, which consists of 3,086,135 Shares plus 1,133,667 warrants that entitle the holder to purchase one Share and are exercisable within 60 days of December 31, 2016 (the “Warrants”). TPMF may be deemed to be the beneficial owner of 3,113,158 Shares, which consist of 2,063,929 Shares plus 1,049,229 Warrants. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein. | ||||
| (b) | Percent of class: | |||
|
TPCM, TPGP and Christopher Winham may be deemed to be the beneficial owner of 2.1% of the total number of Shares outstanding. (Based upon a total of 201,968,716 Shares outstanding calculated by adding the 200,835,049 Shares outstanding as of January 18, 2017 (according to information provided by the Issuer in its most recent S-1 filed with the Securities and Exchange Commission on January 19, 2017) plus 1,133,667 Shares issuable upon exercise of the Warrants.) TPMF may be deemed to be the beneficial owner of 1.5% of the total number of Shares outstanding. (Based upon a total of 201,884,278 Shares outstanding calculated by adding the 200,835,049 Shares outstanding as of January 18, 2017 (according to information provided by the Issuer in its most recent S-1 filed with the Securities and Exchange Commission on January 19, 2017) plus 1,049,229 Shares issuable upon exercise of the Warrants.)
| ||||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote. | |||
TPCM: 0 TPGP: 0 TPMF: 0 Christopher Winham: 0 | ||||
| (ii) | Shared power to vote or to direct the vote. | |||
TPCM: 4,219,802 TPGP: 4,219,802 TPMF: 3,113,158 Christopher Winham: 4,219,802 | ||||
| (iii) | Sole power to dispose or to direct the disposition of. | |||
TPCM: 0 TPGP: 0 TPMF: 0 Christopher Winham: 0 | ||||
| (iv) | Shared power to dispose or to direct the disposition of. | |||
TPCM: 4,219,802 TPGP: 4,219,802 TPMF: 3,113,158 Christopher Winham: 4,219,802 | ||||
| CUSIP No. 15136A102 | 13G | Page 8 of 9 Pages |
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 15136A102 | 13G | Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2017 | Tide Point Capital Management, LP | |
| By: | /s/ Christopher Winham | |
| Christopher Winham, Chief Investment Officer | ||
| TIDE POINT CAPITAL MANAGEMENT GP, LLC | ||
| By: | /s/ Christopher Winham | |
| Christopher Winham, Managing Member | ||
| TIDE POINT MASTER FUND, LTD. | ||
| By: | /s/ Christopher Winham | |
| Christopher Winham, Director | ||
| CHRISTOPHER WINHAM | ||
| By: | /s/ Christopher Winham | |
Exhibit 1
Joint Filing Statement
Pursuant to Rule 13d-1(k)(1)
The undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No. 1 under the Securities Exchange Act of 1934, as amended, with respect to the Class A Common Stock, par value $0.0001 per share, of Centennial Resource Development, Inc., together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G Amendment No. 1, thereby incorporating the same into such Schedule 13G Amendment No. 1.
This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.
| Dated: February 14, 2017 | Tide Point Capital Management, LP | |
| By: | /s/ Christopher Winham | |
| Christopher Winham, Chief Investment Officer | ||
| TIDE POINT CAPITAL MANAGEMENT GP, LLC | ||
| By: | /s/ Christopher Winham | |
| Christopher Winham, Managing Member | ||
| TIDE POINT MASTER FUND, LTD. | ||
| By: | /s/ Christopher Winham | |
| Christopher Winham, Director | ||
| CHRISTOPHER WINHAM | ||
| By: | /s/ Christopher Winham | |