SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* HPS Investment Partners, LLC (Last) (First) (Middle) 40 WEST 57TH STREET, 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/11/2018	3. Issuer Name and Ticker or Trading Symbol Alta Mesa Resources, Inc. /DE [ AMR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	28,662,418	I	See footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. HPS Investment Partners, LLC ("HPS") manages, directly or indirectly (i) each of Mezzanine Partners II Delaware Subsidiary, LLC, KFM Offshore, LLC, a wholly-owned subsidiary of Offshore Mezzanine (as defined below), KFM Institutional, LLC, a wholly-owned subsidiary of Institutional Mezzanine (as defined below), AP Mezzanine Partners II, L.P., and Jade Real Assets Fund, L.P. (collectively, the "HPS Kingfisher Members"), each of which is a beneficial owner of KFM Holdco, LLC (the "Kingfisher Contributor"), (ii) each of Mezzanine Partners II Delaware Subsidiary, LLC, Offshore Mezzanine Partners Master Fund II, L.P. ("Offshore Mezzanine"), Institutional Mezzanine Partners II Subsidiary, L.P. ("Institutional Mezzanine"), AP Mezzanine Partners II, L.P. and Jade Real Assets Fund, L.P. (collectively, the "HPS Alta Mesa Holders"), each of which is a beneficial owner of High Mesa Holdings, LP,

2. (Continued from footnote 1) and (iii) included in the HPS Alta Mesa Holders' beneficial ownership, the HPS Alta Mesa Holders indirectly own, through High Mesa, Inc., a certain percentage of ARM-M I, LLC, a member of the Kingfisher Contributor, and HMS Kingfisher HoldCo, LLC, a member of the Kingfisher Contributor. Therefore, HPS may be deemed to be the beneficial owner of all shares of the Issuer's Class A Common Stock (the "Class A Common Stock"), Class C Common Stock (the "Class C Common Stock") and common units representing limited partner interests of SRII Opco, LP (the "SRII Opco Common Units") beneficially owned by each of the HPS Kingfisher Members and the HPS Alta Mesa Holders.

3. Includes 9,080,458 shares of Class A Common Stock beneficially owned by Mezzanine Partners II Delaware Subsidiary, LLC (as both a HPS Kingfisher Member and a HPS Alta Mesa Holder), 15,331,380 shares of Class A Common Stock beneficially owned by KFM Offshore, LLC, 1,620,655 shares of Class A Common beneficially owned by KFM Institutional, LLC, 1,048,467 shares of Class A Common Stock beneficially owned by AP Mezzanine Partners II, L.P. (as both a HPS Kingfisher Member and a HPS Alta Mesa Holder), 1,394,157 shares of Class A Common Stock beneficially owned by Jade Real Assets Fund, L.P. (as both a HPS Kingfisher Member and a HPS Alta Mesa Holder), 169,423 shares of Class A Common Stock beneficially owned by Offshore Mezzanine and 17,878 shares of Class A Common Stock beneficially owned by Institutional Mezzanine.

4. In connection with the closing (the "Closing") of the Issuer's initial business combination on February 9, 2018 (the "Initial Business Combination"), the Issuer issued to the Kingfisher Contributor 55 million shares of Class C Common Stock and caused SRII Opco, LP to issue an equal number of its SRII Opco Common Units to the Kingfisher Contributor in exchange for certain interests of the Kingfisher Contributor. 39 million of the SRII Opco Common Units may, at the option of the Kingfisher Contributor, be redeemed for shares of Class A Common Stock on a one-to-one basis or, at SRII Opco, LP's option, an equivalent amount of cash, at any time after 90 days after the Closing and have no expiration date. Upon redemption, an equal number of shares of Class C Common Stock will be cancelled.

Remarks:

	HPS Investment Partners, LLC, By: /s/ Don Dimitrievich, Managing Director	03/21/2018
	** Signature of Reporting Person	Date
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