SEC FORM 4

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^*

HPS Investment Partners, LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET, 33RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alta Mesa Resources, Inc. /DE [ AMR ]

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)
08/09/2019

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/09/2019		C		178,680⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	3,199,497⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By Jade Real Assets Fund, L.P.⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	08/09/2019		C		168,759⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	4,167,013⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By AP Mezzanine Partners II, L.P.⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	08/09/2019		C		1,253,663⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	25,441,781⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By Mezzanine Partners II Delaware Subsidiary, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	08/09/2019		C		456,439⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	22,651,535⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By Offshore Mezzanine Partners Master Fund II, L.P.⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	08/09/2019		C		1,685,709⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	20,885,386⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By KFM Offshore, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	08/09/2019		C		48,163⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	2,390,208⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By Institutional Mezzanine Partners II Subsidiary, L.P.⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	08/09/2019		C		178,194⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	2,207,760⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By KFM Institutional, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. ("Jade") (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 (collectively, the "HPS Alta Mesa Holders"), each of which is a beneficial owner of High Mesa Holdings, LP (the "Alta Mesa Contributor"), and

2. (continued from footnote 1) (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") and Class C Common Stock (the "Class C Common Stock") and common units representing limited partner interests (the "SRII Opco Common Units") of SRII Opco, LP ("SRII") beneficially owned by each of the HPS Kingfisher Members and the HPS Alta Mesa Holders.

3. In connection with the closing (the "Closing") of the Issuer's initial business combination on February 9, 2018, the Issuer issued to the Alta Mesa Contributor shares of Class C Common Stock and caused SRII to issue an equal number of its SRII Opco Common Units to the Alta Mesa Contributor in exchange for certain interests of the Alta Mesa Contributor. The SRII Opco Common Units may, at the option of the Alta Mesa Contributor, be redeemed for shares of Class A Common Stock on a one-for-one basis or, at SRII's option, an equivalent amount of cash, at any time after 180 days after the Closing and have no expiration date. Upon redemption, an equal number of shares of Class C Common Stock will be cancelled.

4. In connection with the Closing, the Kingfisher Contributor agreed that, for a period of time, it would not transfer 16,000,000 SRII Opco Common Units (and a corresponding number of shares of Class C Common Stock) received as consideration (the "Reserved Units") and such Reserved Units would be available to satisfy any indemnification obligations of the Kingfisher Contributor. The transfer restriction relating to 8,000,000 Reserved Units terminated on February 9, 2019, the first anniversary of the Closing, and the transfer restriction relating to the remaining 7,910,320 Reserved Units terminated on August 9, 2018, the 18-month anniversary of the Closing. The acquisitions reported herein are in connection with the termination of transfer restrictions on the 7,910,320 Reserved Units on August 9, 2018.

Remarks:

	HPS Investment Partners, LLC, /s/ Don Dimitrievich, Managing Director	08/13/2019
	** Signature of Reporting Person	Date
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