0001104659-17-067424.txt : 20171109 0001104659-17-067424.hdr.sgml : 20171109 20171109164600 ACCESSION NUMBER: 0001104659-17-067424 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171109 DATE AS OF CHANGE: 20171109 GROUP MEMBERS: SN UR HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lonestar Resources US Inc. CENTRAL INDEX KEY: 0001661920 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 810874035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89589 FILM NUMBER: 171191509 BUSINESS ADDRESS: STREET 1: 600 BAILEY AVENUE, SUITE 200 CITY: FT. WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: (817)921-1889 MAIL ADDRESS: STREET 1: 600 BAILEY AVENUE, SUITE 200 CITY: FT. WORTH STATE: TX ZIP: 76107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sanchez Energy Corp CENTRAL INDEX KEY: 0001528837 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 453090102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1000 MAIN STREET STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-783-8000 MAIL ADDRESS: STREET 1: 1000 MAIN STREET STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13G 1 a17-26249_1sc13g.htm SC 13G

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 


 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

Lonestar Resources US Inc.

(Name of Issuer)

Class A Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

54240F103

(CUSIP Number)

November 3, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 the disclosures provided in a prior cover page.

 

The information required in 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. 54240F103

 

 

1

Name of Reporting Person:
Sanchez Energy Corporation

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(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
1,500,000 shares of Class A Common Stock, par value $0.001 per share (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,500,000 shares of Class A Common Stock, par value $0.001 per share (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000 shares of Class A Common Stock, par value $0.001 per share (1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
6.43% (2)

 

 

12

Type of Reporting Person
CO

 


(1)         Sanchez Energy Corporation, a Delaware corporation (“SN”), is the sole member of SN UR Holdings, LLC, a member-managed Delaware limited liability company and wholly-owned subsidiary of SN (“SN UR”), and therefore may be deemed to possess voting and dispositive power with respect to the 1,500,000 shares of Class A Common Stock, par value $0.001 per share (“Common Stock”), held of record by SN UR as of November 3, 2017.

 

(2)         Based on 23,322,015 shares of Common Stock, calculated by adding (a) 21,822,015 shares of Common Stock issued and outstanding as of September 12, 2017, as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 13, 2017 and (b) 1,500,000 shares of Common Stock issued on November 3, 2017 in connection with the automatic conversion of preferred stock issued to SN UR, but excluding 1,184,632 shares of Common Stock issued or issuable, as of November 3, 2017, in connection with the automatic conversion of preferred stock initially issued to Battlecat Oil & Gas, LLC, a Texas limited liability company (“Battlecat”).

 

2



 

 

CUSIP No. 54240F103

 

 

1

Name of Reporting Person:
SN UR Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(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
1,500,000 shares of Class A Common Stock, par value $0.001 per share

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,500,000 shares of Class A Common Stock, par value $0.001 per share

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000 shares of Class A Common Stock, par value $0.001 per share

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
6.43% (1)

 

 

12

Type of Reporting Person
PN

 


(1)         Based on 23,322,015 shares of Common Stock, calculated by adding (a) 21,822,015 shares of Common Stock issued and outstanding as of September 12, 2017, as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 13, 2017 and (b) 1,500,000 shares of Common Stock issued on November 3, 2017 in connection with the automatic conversion of preferred stock issued to SN UR, but excluding 1,184,632 shares of Common Stock issued or issuable, as of November 3, 2017, in connection with the automatic conversion of preferred stock initially issued to Battlecat.

 

3



 

Item 1 (a).

Name of Issuer:
Lonestar Resources US Inc., a Delaware corporation (the “Issuer”).

Item 1 (b).

Address of Issuer’s Principal Executive Offices:
600 Bailey Avenue, Suite 200
Fort Worth, Texas 76107

 

Item 2 (a).

Names of Persons Filing:
This Schedule 13G is being filed by Sanchez Energy Corporation, a Delaware corporation, and SN UR Holdings, LLC, a Delaware limited liability company (collectively, the “Reporting Persons”).

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended.

Item 2 (b).

Address or Principal Business Office or, if none, Residence:

The address of the Reporting Persons is:

1000 Main Street, Suite 3000

Houston, Texas 77002

Item 2 (c).

Citizenship:

 

(i)

Sanchez Energy Corporation

Delaware

 

(ii)

SN UR Holdings, LLC

Delaware

Item 2 (d).

Title of Class of Securities:
Class A Common Stock, par value $0.001 per share.

Item 2 (e).

CUSIP Number:
54240F103

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

4



 

Item 4.

Ownership:

 

The information contained in the cover pages hereto is incorporated by reference into this Item 4.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not applicable.

 

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 or Control Person:

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable.

 

5



 

Item 10.

Certifications:

 

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 and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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: November 9, 2017

 

 

SANCHEZ ENERGY CORPORATION

 

 

 

 

 

 

 

By:

/s/ Howard J. Thill

 

Name:

Howard J. Thill

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

SN UR HOLDINGS, LLC

 

 

 

 

 

 

 

By:

/s/ Howard J. Thill

 

Name:

Howard J. Thill

 

Title:

Executive Vice President and Chief Financial Officer

 

6



 

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Joint Filing Agreement between Sanchez Energy Corporation and SN UR Holdings, LLC regarding filing of Schedule 13G, dated November 9, 2017.

 

7


EX-99.1 2 a17-26249_1ex99d1.htm EX-99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby consent to the joint filing on its behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of the shares of Class A Common Stock, par value $0.001 per share, of Lonestar Resources US Inc. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

 

Dated: November 9, 2017

 

 

SANCHEZ ENERGY CORPORATION

 

 

 

 

By:

/s/ Howard J. Thill

 

Name:

Howard J. Thill

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

 

SN UR HOLDINGS, LLC

 

 

 

 

By:

/s/ Howard J. Thill

 

Name:

Howard J. Thill

 

Title:

Executive Vice President and Chief Financial Officer